Contract
Exhibit
10.1
This Termination of Administrative Services Agreement, dated as
of August 16, 2010 (this "Agreement"), by and
among Buyer, ICx Technologies, Inc., a Delaware corporation (the "Company"), and
Wexford Capital LP, a Delaware limited partnership that is a successor by merger
to Wexford Capital LLC, Connecticut limited liability company ("Wexford")
WHEREAS,
as of the date hereof, the Company and Wexford are parties to an Administrative
Services Agreement, dated as of October 1, 2005, as amended as of October 1,
2006 (as amended, the "Services
Agreement");
WHEREAS,
as a condition to their willingness to enter into the Agreement and Plan of
Merger (the "Merger
Agreement") dated as of the date hereof by and among FLIR Systems, Inc.,
an Oregon corporation ("Parent"), Indicator
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("Merger Sub"),
and the Company, Parent and Merger Sub have requested that Wexford, and in order
to induce Parent and Merger Sub to enter into the Merger Agreement, Wexford has
agreed to, enter into this Agreement;
WHEREAS,
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement.
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration given to each party hereto, the receipt of which is hereby
acknowledged, the parties agree as follows:
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1.
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Agreement to
Terminate. Notwithstanding any other provision of the
Services Agreement to the contrary, the parties hereby agree that upon the
Effective Time (a) other than as set forth below, the Services Agreement
shall automatically terminate in all respects (without any further action
on the part of any party hereto) and shall be of no further force or
effect except as set forth in this Agreement and (b) any requirement for
notice with respect to the termination of the Services Agreement is hereby
waived.
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2.
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Reimbursement of
Reimbursable Expenses.
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(a)
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Prior
to the Effective Time, Wexford may submit to the Company bills for
reimbursement and related documentation concerning any not yet reimbursed
reimbursable expenses under Section 4 of the Services Agreement, and all
such bills shall be paid by the Company to Wexford consistent with the
customary practice between Wexford and the Company, but in any event not
later than the date on which the Effective Time
occurs.
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(b)
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In
the event that there are any reimbursable expenses under Section 4 of the
Services Agreement that were not covered by bills submitted by Wexford
pursuant to Section 2(a) of this Agreement, Wexford may submit to the
Company bills for reimbursement and related documentation once the amounts
of such reimbursable expenses are known, and each such xxxx shall be paid
by the Company to Wexford within five Business Days following receipt by
the Company of such xxxx.
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3.
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Indemnification. The
provisions of Section 6 (Exculpation; Indemnification), Section 9 (No
Raid) and Section 10 (Miscellaneous) of the Services Agreement shall
survive termination of the Services
Agreement.
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4.
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Termination. In
the event that the Merger Agreement shall be terminated without the
Effective Time having occurred, this Agreement shall terminate at the same
time as such termination.
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5.
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Miscellaneous.
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(a)
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Further
Assurances. The parties will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional
documents or take, or cause to be taken, such additional acts as may be
necessary to give full effect to the terms and intent of this
Agreement.
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(b)
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Governing
Law. This Agreement shall be governed by, and construed
in accordance with the laws of the State of Delaware, without giving
effect to any choice or conflict of laws provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the
application of the Laws of any jurisdiction other than the State of
Delaware.
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(c)
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Entire
Agreement. This Agreement, together with the Services
Agreement, constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter
hereof.
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(d)
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Counterparts. This
Agreement may be executed in multiple counterparts, all of which shall
together be considered one and the same
agreement.
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(e)
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Amendments. The
parties hereto may only modify or amend this Agreement by a written
agreement executed and delivered by duly authorized signatories of the
respective parties which expressly states that it is intended to modify or
amend this Agreement.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the day and year first
above written.
ICX
TECHNOLOGIES, INC.
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: CEO
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
