EXHIBIT 7.26
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XXXXX X. XXXXX
April 5, 2007
Xxx Xxxxxx
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Dear Xxx:
As you are aware, Talon Holdings LLC ("Parent") is party to a merger agreement
with EGL, Inc. (the "Merger Agreement"). In certain circumstances provided in
the Merger Agreement, the Termination Fee (as defined in the Merger Agreement)
may be paid to Parent. This letter is to document my agreement to form a
partnership or limited liability company with you as a member pursuant to which
you will be entitled to receive 12% of the amount of the Remaining Termination
Fee Amount (as defined below) if the Termination Fee is received by Parent. The
"Remaining Termination Fee Amount" means the portion of the Termination Fee that
is actually distributed to me or to this partnership or limited liability
company that will be formed, after deduction of any amount thereof that is used
for reimbursement or payment of expenses or costs of Parent or any of its owners
or affiliates.
This agreement is in consideration of your agreement to invest 50% of your
merger proceeds in Parent and your continued employment by EGL at all times
through the payment of the Termination Fee, if any. Your right to any such
payment will apply regardless of whether you have the opportunity to (and
regardless of whether you elect to) continue employment with any successful
bidder for EGL.
Yours truly,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
