EXHIBIT 10.24
TERMINATION AGREEMENT
This TERMINATION AGREEMENT is made this --- day of November, 1996 by and
among INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (the
"Company"), and the individuals named on the signature page hereto.
W I T N E S S E T H:
WHEREAS, each individual listed on the signature page hereto is a
shareholder of the Company (a "Shareholder" and collectively, "Shareholders");
WHEREAS, the Company and the Shareholders have heretofore entered into
that certain Stockholders' Agreement dated July 1, 1994 (the "Shareholders'
Agreement");
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for the purpose of an initial public offering
of the Company's common stock; and
WHEREAS, the parties now desire to terminate the Shareholders Agreement
upon consummation of the initial public offering.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, it is agreed by and between the
parties hereto as follows:
1. Termination of Shareholders' Agreement. As provided in Section 6
of the Shareholders' Agreement, all of the parties hereto hereby terminate the
Shareholders' Agreement and any rights or obligations granted therein, effective
on such date as the Company consummates the initial public offering.
2. Representations. Each of the Shareholders represents and warrants
that he or she has the right to terminate the Shareholders' Agreement as set
forth herein and that this Termination Agreement does not conflict with or
violate the rights of any other party or the terms of any other agreements
binding upon the respective Shareholder. The Company represents and warrants
that it has the right to terminate the Shareholders' Agreement as set forth
herein and that this Termination Agreement does not conflict with or violate the
rights of any other party or the terms of any other agreements binding upon the
Company.
3. Governing Law. This Termination Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.
4. Execution and Counterparts. This Termination Agreement may be
executed in any number of counterparts, and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
5. Notice. All notices, requests and demands to or upon a party
hereto shall be in writing and sent by certified mail, return receipt requested,
to the address of the respective parties hereto and shall be deemed to have been
validly served, given or delivered at the time of deposit in the mail, postage
pre-paid.
6. Entire Agreement. This Termination Agreement embodies the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, understandings and
inducements, whether express or implied, oral or written.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
INFORMATION MANAGEMENT RESOURCES, INC. SHAREHOLDERS:
00000 X.X. Xxxxxxx 00 Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
By:
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Xxxxxx X. Xxxxx ------------------------------
President XXXXXX X. XXXXX
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XXXXXXX X. XXXXXXXXX
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XXXXX X. XXXXXXX
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D.P. RAJU
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XXXXX XXXXXXX
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XXXXXXXXXXX XXXXXXXXXX
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XXXXXXXX XXXXX
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XXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXXX
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