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EXHIBIT 10.69
MUTUAL RELEASE AND TERMINATION AGREEMENT
THIS MUTUAL RELEASE AND TERMINATION AGREEMENT, dated this 24th day of
November, 1998 (the "Agreement"), is made by and among Hyundai Electronics
America, a California corporation ("HEA"), Axil Computers, Inc., Image Quest
Technologies, Inc., Maxtor Corporation, Odeum Microsystems and TV/COM
International, Inc., a California corporation ("TV/COM").
WITNESSETH:
WHEREAS, simultaneously with the execution and delivery of this Agreement,
Parowan, Ltd., a British Virgin Islands company and affiliate of Irdeto, B.V., a
Netherlands limited liability company (the "Purchaser"), is purchasing all of
the issued and outstanding capital stock of TV/COM from HEA pursuant to the
terms and conditions of a Stock Purchase Agreement dated as of October 2, 1998
between HEA and Purchaser (the "Stock Purchase Agreement"); and
WHEREAS, Purchaser and HEA desire to terminate all of TV/COM's rights and
obligations arising under, in connection with or pursuant to that certain Tax
Allocation Agreement dated July 21, 1995 by and among HEA, Axil Computer, Inc.,
Image Quest Technologies, Inc., Maxtor Corporation, Odeum Microsystems and
TV/COM (the "Tax Allocation Agreement").
NOW, THEREFORE, in consideration of the foregoing provisions and the mutual
covenants and promises set forth herein, the parties hereto agree as follows:
1. MUTUAL RELEASE AND TERMINATION. The rights and obligations of TV/COM
under the Tax Allocation Agreement are hereby terminated and are no longer of
any force and effect, and each of the parties to this Agreement is released from
all obligations with respect to TV/COM under such Tax Allocation Agreement. If
TV-COM would, but for this Agreement, and pursuant to the terms of the Tax
Allocation Agreement, be required to (a) pay its share of any U.S. federal,
state or local income tax liability, or (b) reimburse other members of the
consolidated group for its utilization of another member's tax attributes
(collectively, the "Former TV-COM Obligations"), HEA shall pay the Former TV-COM
Obligations and indemnify, reimburse, defend and hold harmless the other members
of the consolidated group with respect to the Former TV-COM Obligations.
2. BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
3. THIRD-PARTY BENEFICIARIES. Each party intends that this Agreement
shall not benefit or create any right or cause of action in any person other
than the parties hereto and their respective successors and assigns.
4. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which independently shall be deemed to be an original and
all of which taken together shall constitute a single agreement.
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5. GOVERNING LAW. This Agreement and the parties' respective rights and
obligations shall be governed by, construed and interpreted in accordance with
the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have duly and properly executed
this Agreement on the date first written above.
HYUNDAI ELECTRONICS AMERICA TV/COM INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Vice President Finance and CFO Xxxxxxx X. Xxxxxx, President
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Printed Name and Title Printed Name and Title
AXIL COMPUTER, INC. IMAGE QUEST TECHNOLOGIES, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Vice President Finance and CFO Vice President Finance and CFO
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Printed Name and Title Printed Name and Title
ODEUM MICROSYSTEMS MAXTOR CORPORATION
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Vice President Finance and CFO Vice President,
------------------------------------- General Counsel and Secretary
Printed Name and Title -------------------------------------
Printed Name and Title