Exhibit 10.16
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), is dated
as of February 27, 1998, among Apollo Holding Inc., a Delaware corporation
("Assignor"), Intermetrics, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Assignor ("Intermetrics") and IP Technologies, Inc., a
Delaware corporation (the "Assignee").
WHEREAS, the Assignor, Intermetrics and the individuals set forth on
Schedule 1 hereto have entered into the employment agreements set forth on such
schedule (the "Transferred Agreements");
WHEREAS, Pacer Infotec, Inc., a Massachusetts corporation ("Pacer"),
and Apollo have entered into that certain Agreement and Plan of Merger, dated as
of January 22, 1998 (the "Merger Agreement"), whereby, among other things, the
Assignee was formed for the purpose of combining the businesses of Pacer and
Intermetrics through the mergers of (i) Apollo Acquisition Corp. with and into
Apollo (the "Apollo Merger") and (ii) PI Acquisition Corp. with and into Pacer
(the "Pacer Merger"); and
WHEREAS, the parties hereto desire to execute this Agreement to
evidence (i) the assignment and transfer to the Assignee of all of the
Assignor's right, title and interest in and to the Transferred Agreements and
(ii) the assumption by the Assignee of all of the Assignor's obligations, duties
and liabilities under the Transferred Agreements.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Transfer of Rights. Effective as of the date hereof, the
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Assignor by these presents does hereby assign and transfer to the Assignee, and
the Assignee hereby accepts and receives from the Assignor, all of the
Assignor's right, title and interest in and to the Transferred Agreements.
2. Assumption of Obligations. Effective as of the date hereof, the
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Assignee by these presents does hereby assume and agree to pay, perform and
discharge when due all of Assignor's obligations, duties and liabilities under
the Transferred Agreements arising and accruing from and after the date hereof.
3. Governing Law. This Agreement and the legal relations between
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the parties hereto shall be governed by, and construed in accordance with, the
laws of the State of New York, applicable to contracts made and performed
therein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.
APOLLO HOLDING, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
INTERMETRICS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
IP TECHNOLOGIES, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
SCHEDULE 1
1. Employment Agreement, dated as of August 21, 1995, by and among
Intermetrics, Inc., Apollo Holding Inc. and Xxxxxxx X. Xxxxxxxxx
2. Employment Agreement, dated as of August 21, 1995, by and among
Intermetrics, Inc., Apollo Holding, Inc. and Xxxxxx X. Xxxxxxxx
