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EXHIBIT 10.34
TERMINATION AGREEMENT
THIS AGREEMENT is made as of ________________, 1996, between
_________________ (the "Borrower") and Lason Systems, Inc., a Delaware
corporation (the "Lender"). Capitalized terms used herein and not otherwise
defined herein shall have the meaning set forth in that certain Credit
Agreement, dated as of January 17, 1995, by and between Lender and the
Borrower.
In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Repayment of Loan. Notwithstanding the provisions of
the Credit Agreement, upon the consummation by Lason, Inc. ("Lason") of the
public offering (the "Initial Public Offering") of its common stock, par value
$.01 per share, registered pursuant to its registration statement (registration
no. 333-09799), the Borrower shall pay to the Lender an amount equal to
one-half (1/2) of the aggregate unpaid principal amount of the Loans and
one-half (1/2) of the aggregate accrued and unpaid interest on the Loans.
2. Forgiveness of Balance. Concurrent with the payment
of the amounts set forth in Section 1, the Lender shall forgive the remaining
one-half (1/2) of the aggregate unpaid principal amount of the Loans and the
remaining one-half (1/2) of the aggregate accrued and unpaid interest on the
Loans, whereupon the Credit Agreement and the Stock Pledge Agreement shall be
terminated, the Promissory Note shall be canceled, marked "Paid in full" and
returned to the Borrower, and all of the Pledged Shares (as defined in the
Stock Pledge Agreement) shall be returned to the Borrower.
3. Taxes. All taxes imposed on the Borrower and
attributable to the amount of the unpaid principal and accrued and unpaid
interest forgiven pursuant to Section 2 of this Agreement shall be the
responsibility of and paid by the Borrower.
4. Governing Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the internal laws, and not
the laws of conflicts, of the State of Michigan.
5. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited or invalid under applicable law, such provision shall, if possible,
be reformed to the extent necessary to conform with applicable law or shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Agreement.
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6. Headings. The headings used in this Agreement are
for purposes of reference only and will not affect the meaning or
interpretation of any provision of this Agreement.
7. Counterparts. The Lender and the Borrower may
execute this Agreement in separate counterparts (no one of which need contain
the signatures of each of the Lender and the Borrower), each of which will be
an original and all of which together will constitute one and the same
instrument.
8. Complete Agreement. This Agreement embodies the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
9. Amendment and Waiver. The provisions of this
Agreement may be amended and waived only with the prior written consent of all
of the parties hereto.
10. Termination. Notwithstanding anything to the
contrary contained herein, this Agreement may be terminated by any party hereto
if the Initial Public Offering has not occurred by December 31, 1996.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
LASON SYSTEMS, INC.
By ____________________________
Name:
Title:
______________________________
[Borrower]
