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EXHIBIT 10.1
TERMINATION AGREEMENT
This Termination Agreement dated as of August 3, 2000 is entered into by
and between Caminus Corporation (the "Corporation"), a Delaware corporation and
successor-in-interest to Caminus LLC (the "Company"), and Xxxxx X. Xxxxxx, an
employee of the Corporation (the "Employee").
WHEREAS, the Company and the Employee entered into an Employment Agreement
dated as of October 21, 1998 (the "Employment Agreement"), which provided for
the purchase by the Employee of a Series A Membership Interest in the Company;
WHEREAS, the Company and the Employee entered into a Subscription
Agreement dated as of October 21, 1998 (the "Subscription Agreement"), pursuant
to which the Employee purchased a Series A Membership Interest in the Company
(which Membership Interest converted into shares of the Corporation's common
stock, $0.01 par value (the "Common Stock"), upon the merger of Caminus Merger
LLC with and into the Company (the "Securities");
WHEREAS, the Company loaned the Employee $1 million for the purchase of
the Securities and the Employee issued to the Company a Secured Recourse
Promissory Note dated as of October 21, 1998, in the principal amount of $1
million (the "Note");
WHEREAS, the Company and the Employee entered into a Pledge and Security
Agreement dated as of October 21, 1998 (the "Pledge Agreement"), pursuant to
which the Employee pledged the Securities and granted a security interest in the
Securities to the Company as collateral security for the payment of the Note;
and
WHEREAS, pursuant to the Employment Agreement, upon the closing of the
Corporation's initial public offering on February 2, 2000, the Employee received
a bonus, which consisted of additional shares of Common Stock of the Corporation
and the forgiveness of all outstanding amounts under the Note.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Corporation and the Employee agree and acknowledge as follows:
1. The Note was repaid in full as of February 2, 2000.
2. The Pledge Agreement was terminated as of February 2, 2000, thereby
releasing the pledge of the Securities and the security interest in the
Securities held by the Corporation on that date.
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3. Section 5.6 of the Employment Agreement, regarding the Corporation's
Purchase Option (as defined in the Employment Agreement), is hereby deleted in
its entirety.
4. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above written.
CAMINUS CORPORATION
/s/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Its: CFO
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
