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EXHIBIT 10.3.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement") dated as of January 24, 2001
by and among McDATA Corporation, a Delaware corporation (the "Company"), XXX
Xxxxxxxxxxx, a Massachusetts corporation ("EMC"), and Xxxx X. XxXxxxxxx (the
"Investor").
WHEREAS, McDATA Holdings Corporation ("Holdings") merged with and into
EMC effective as of December 31, 2000, with EMC surviving the merger and
succeeding to all of the rights and obligations of Holdings; and
WHEREAS, each of the Company, EMC and the Investor is a party to an
Investors' Rights Agreement dated as of October 1, 1997, as amended by Amendment
No. 1 thereto dated as of May 23, 2000 (as so amended, the "Rights Agreement"),
pursuant to which , among other things, EMC (as successor in interest to
Holdings) has certain rights to acquire additional shares of capital stock of
the Company and the Investor has certain rights to sell shares of capital stock
of the Company owned by the Investor to EMC; and
WHEREAS, each of the Company, EMC and the Investor desire to terminate
the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Termination of the Rights Agreement. The Rights Agreement is hereby
terminated and is of no further force or effect as of the date
hereof.
2. Waiver of Rights. Each of the Company, EMC and the Investor hereby
waives and relinquishes any claims, actions, recourse or other
rights of any nature which such party may have against any other
party to the Rights Agreement in connection with the Rights
Agreement.
3. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with, the internal laws of the State of
Delaware, without reference to its conflicts of laws principles.
4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but which
together shall constitute one and the same document.
[Remainder of Page Left Blank Intentionally]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
McDATA CORPORATION
By: /s/ Xxxx X. XxXxxxxxx
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Name: Xxxx X. XxXxxxxxx
Title: Chief Executive Officer and
President
XXX XXXXXXXXXXX
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
General Counsel
/s/ Xxxx X. XxXxxxxxx
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Xxxx X. XxXxxxxxx
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