Exhibit (d)(8)
TERMINATION AGREEMENT
This Agreement by and between Xxxxxxxxxx Industries, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxxx, an individual ("Xxxxxxxx"),
is entered into as of May 15, 2001.
WHEREAS, the Company and Xxxxxxxx have entered into a
Sale/Merger/Acquisition Agreement dated as of April 24, 2000 (the "Sale
Agreement"), pursuant to which Xxxxxxxx is entitled to certain amounts upon the
consummation of certain transactions by the Company for services provided by
Xxxxxxxx to the Company in arranging, negotiating and closing such transactions;
and
WHEREAS, the Company is entering into an Agreement and Plan of Merger
with Xxxxxxx Corporation and Saltwater Acquisition Corp. (the "Merger
Agreement").
NOW THEREFORE, in consideration of the mutual benefits to be derived
from the making of this Agreement and the mutual covenants and obligations
herein contained, the parties agree as follows:
Xxxxxxxx and the Company hereby agree that, pursuant to the terms of
the Sale Agreement, upon the Effective Time (as defined in the Merger
Agreement), the Company will pay or cause to be paid to Xxxxxxxx an amount equal
to $715,000. The parties hereto agree that upon the payment of the aforesaid
amount, the Sale Agreement shall terminate, all obligations to Xxxxxxxx
thereunder shall be deemed to have been satisfied in full and no party thereto
shall thereafter have any rights or obligations under the Sale Agreement.
The parties hereto have executed this Agreement as of the date first
above written.
XXXXXXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
