EXHIBIT 10.15
TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") dated as of
December 31, 1997 (the "Effective Date"), is by and between INTEGRATED
ORTHOPAEDICS, INC., a Texas corporation ("IOI"), and XXXX X. XXXXXXX
("Xxxxxxx").
WHEREAS, pursuant to the terms of that certain Consulting Agreement
dated as of December 12, 1997 (the "Consulting Agreement"), by and between IOI
and Kauachi, Kauachi agreed to provide certain consulting services to IOI in
consideration of a retainer fee and other good and valuable consideration; and
WHEREAS, both IOI and Kauachi have determined that it is in their
respective best interests to terminate certain provisions of the Consulting
Agreement in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Consulting Agreement. Notwithstanding the
foregoing, for purposes of this Agreement and the Consulting Agreement, (i) the
term "Consulting Period" shall mean the period commencing on December 12, 1997
and ending on December 31, 2000 and (ii) the term "Noncompetition Term" shall
mean the four-year period beginning on the Effective Date, except to the extent
that such time period is extended pursuant to Section 10(c) of the Consulting
Agreement.
2. As consideration for termination of certain provisions of the
Consulting Agreement, IOI hereby agrees to pay to Kauachi, on or before February
28, 1998, a lump sum amount equal to Eight Hundred Ten Thousand and No/100
Dollars ($810,000.00). Such payment shall be made by cashier's check, wire
transfer or other immediately available funds, as directed by Kauachi.
3. Except for Sections 3(b) (but only with respect to item 5
reflected on Exhibit A), 8, 9, 10, 11, 12, and 14 through 21 of the Consulting
Agreement which shall survive this Agreement, the Consulting Agreement is hereby
terminated in all respects effective as of the Effective Date. In accordance
with Section 9(c) of the Consulting Agreement, Kauachi hereby confirms that he
has delivered to IOI all Confidential Information in his possession or control.
4. As consideration for Kauachi's agreement to continue to be subject
to non-competition restrictions reflected in the surviving portions of the
Consulting Agreement as modified by this Agreement, IOI shall (i) extend the
period during which Kauachi can exercise certain of his IOI stock options as
reflected in Section 5 below and (ii) pay to Kauachi, on or before February 28,
1998, a lump sum amount equal to One Hundred Fifty-Six Thousand and
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No/100 Dollars ($156,000.00), such payment to be made by cashier's check, wire
transfer or other immediately available funds, as directed by Kauachi.
5. Kauachi's right to exercise options to purchase 100,000 shares of
IOI common stock (options to acquire 50,000 shares granted under the 1988 Stock
Option Plan and options to acquire and additional 50,000 shares granted under
the 1997 Long-Term Incentive Plan (the "1997 Plan")), notwithstanding any
termination of his status as Nonexecutive Chairman of the Board of IOI, shall
continue in effect for a period of two years following the Effective Date.
Further, the 50,000 options granted to Kauachi under the 1997 Long Term
Incentive Plan shall be amended to state that all such options are fully vested
as of the date hereof.
6. In the event that Kauachi is voted out as Nonexecutive Chairman of
the Board of IOI prior to December 31, 2000 (other than his resignation or
removal for Cause in accordance with the Articles of Incorporation and Bylaws of
IOI), IOI shall pay to Kauachi twelve (12) equal monthly payments of Twenty-Nine
Thousand Ninety-Eight and No/100 ($29,098.00) each, such payments to begin on
January 1, 2001.
7. Except for the rights and the obligations arising out of this
Agreement and the surviving provisions of the Consulting Agreement (Sections
3(b) (but only with respect to item 5 reflected on Exhibit A), 8, 9, 10, 11, 12,
and 14 through 21), Kauachi hereby releases, discharges and acquits IOI and its
officers, directors, shareholders, employees, agents, successors and assigns
from any and all claims, liability, damages, costs or expenses arising out of
the Consulting Agreement.
8. Except for the rights and obligations arising out of this
Agreement and the surviving provisions of the Consulting Agreement (Sections
3(b) (but only with respect to item 5 reflected on Exhibit A), 8, 9, 10, 11, 12,
and 14 through 21), IOI hereby releases, discharges and acquits Kauachi from any
and all claims, liability, damages, costs or expenses arising out of the
Consulting Agreement.
9. Further, each of IOI and Kauachi hereby agrees to do all such
things, and to execute, acknowledge and deliver all such documents or
instruments as the other party hereto may reasonably request in order to
effectuate the agreements contained in this Agreement.
10. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.
11. This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, and all of which together shall constitute
but one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
INTEGRATED ORTHOPAEDICS, INC.
By:
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Name:
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Title:
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XXXX X. XXXXXXX
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