TERMINATION AGREEMENT
This Termination Agreement ("Agreement") between SULCUS HOSPITALITY
TECHNOLOGIES CORP., a Pennsylvania corporation ("Sulcus"), together with its
subsidiaries (collectively, the "Company") and XXXX XXXXXX, an individual
residing in the State of New Jersey ("Employee"), is dated as of February ___,
1999, but shall become effective only on the date the merger between Sulcus and
Sulcus Acquiring Corporation ("SAC"), a wholly owned subsidiary of Eltrax
Systems, Inc., a Minnesota corporation ("Eltrax"), is consummated (the
"Effective Time"). In the event that the merger between Sulcus and SAC (the
"Merger") does not take place, this Agreement shall be null and void and without
any effect whatsoever.
RECITALS
WHEREAS, on March 3, 1997, Employee entered into an LETTER AGREEMENT with
Sulcus whereby Employee agreed to serve as Sulcus' Chief Executive Officer, and
Sulcus agreed to compensate Employee for those services (the "Original
Agreement"); and
WHEREAS, on October 13, 1997, Sulcus and Employee entered into an
AMENDMENT TO EMPLOYMENT AGREEMENT which amended certain terms of the Original
Agreement; and
WHEREAS, on Xxxxx 0, 0000, Xxxxxx and Employee executed AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT (the Original Agreement together with each of its
Amendments as well as all other documents pertaining to Employee's employment by
Sulcus, is collectively referred to as the "Sulcus Agreement"); and
WHEREAS, in recognition of the fact that at the Effective Time Sulcus
will cease to exist as a public company and will become a wholly owned
subsidiary of Eltrax, the Company and Employee desire to terminate the Sulcus
Agreement in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
1.1 SULCUS AGREEMENT SUPERSEDED. At the Effective Time, all terms and
conditions of the Sulcus Agreement shall terminate, and Employee shall
have no rights or benefits of any kind or nature whatsoever under the
Sulcus Agreement, unless expressly provided for herein.
1.2 TERMINATION FEE. As sole consideration for Employee's termination of
the Sulcus Agreement, Sulcus shall pay Employee on March 31, 1999,
compensation of Seven Hundred Twenty Two Thousand and xx/100 Dollars
($722,000.00).
1.3 OPTIONS VEST. Notwithstanding the termination of the Sulcus Agreement,
any and all options to acquire Sulcus stock held by Employee shall fully
vest as of the Effective Time.
1.4 PARACHUTE PROTECTION. If at the Effective Time, the closing price of
Eltrax common stock is less than $8.00 per share, and in the event that
any payment (within the meaning of Section 280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the "Code")) to Employee arising out of
the termination of his employment with the Company would be subject to
the excise tax imposed by Section 4999 of the Code, or any interest or
penalties are incurred by Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, collectively,
the "Excise Tax"), then Employee will be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after
payment by Employee of all taxes (including any interest or penalties
imposed with respect to such taxes, other than interest and penalties
imposed by reason of Employee's failure to file timely a tax return or
pay taxes shown due on his return), including any Excise Tax imposed upon
the Gross-Up Payment, Employee will retain an amount of net cash equal to
the amount he would have retained absent application of Code Section
4999.
ARTICLE 2
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. This Agreement shall not be
assignable by the Employee, but its economic terms shall inure to the
benefit of the Employee's heirs and beneficiaries.
2.2 CAPTIONS. The various headings or captions in this Agreement are for
convenience only and shall not affect the meaning or interpretation of
this Agreement.
2.3 GOVERNING LAW. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Pennsylvania
without giving effect to the conflict of laws principles thereof.
2.4 CONSTRUCTION. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under
applicable law. If any provision of this Agreement shall be prohibited or
invalid, all remaining clauses shall remain fully enforceable.
2.5 MODIFICATION. This Agreement may not be and shall not be modified or
amended except by written instrument signed by all parties.
2.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties hereto in reference to all the matters
herein agreed upon and supersedes all prior or contemporaneous
agreements, understandings and negotiations with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
SULCUS HOSPITALITY TECHNOLOGIES CORP.,
together with its subsidiaries
By: ___________________________________________
Xxxx X. Xxxx, Senior Vice
President and General Counsel
EMPLOYEE
_______________________________________________
Xxxx X. Xxxxxx
