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EXHIBIT - 2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered
into as of this 30th day of August, 2001, among XXXXX X. XXXXX, XX. ("Straz"),
XXX X. XXXXXXX, III ("Xxxxxxx"), RCF COMPANY LTD. PARTNERSHIP ("RCF L.P."), the
XXX XXXXXX XXXXXXX III (1998) ANNUITY TRUST UNDER AGREEMENT DATED OCTOBER 26,
1998 (the "Trust"), XXXX X. XXXXXXXX ("Fratello"), and MJF LIMITED PARTNERSHIP
("MJF L.P.") (hereinafter Straz, Xxxxxxx and Fratello are referred to
individually as a "Principal Stockholder" and collectively as the "Principal
Stockholders") and MJF L.P., the Trust and RCF L.P. and other persons that
become parties hereto after the date of this Agreement in accordance with the
terms and provisions contained herein (the "Additional Stockholders")
(hereinafter the Principal Stockholders and the Additional Stockholders are
referred to individually as a "Stockholder" and collectively as the
"Stockholders").
RECITALS:
WHEREAS, the Stockholders are parties to a Stockholders' Agreement
dated June 9, 1999 (the "Stockholders' Agreement") relating to the shares of
capital stock of POWERCERV CORPORATION, a Florida corporation (the
"Corporation"), owned by them;
WHEREAS, the Stockholders desire to terminate the Stockholders'
Agreement and believe it to be in their mutual best interest to eliminate the
restrictions and obligations imposed thereby.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TERMINATION OF STOCKHOLDERS' AGREEMENT. The Stockholders'
Agreement is hereby terminated and shall be of no further force or effect, and
each Stockholder hereby releases each other Stockholder from all claims he or it
may have against the other pursuant to the Stockholders' Agreement.
2. GOVERNING LAW. This Termination Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.
3. AMENDMENT. This Termination Agreement may be amended, altered
or modified only by the execution of a written agreement signed by all of the
Stockholders.
4. BINDING EFFECT. This Termination Agreement shall be binding
upon the parties, their heirs, personal representatives, successors and
permitted assigns.
5. FURTHER ASSURANCES. The Stockholders, by the signing hereof,
hereby agree to execute and deliver such other documents and agreements,
including but not limited to assignments, bills of sale, stock powers, or
resolutions, as may be reasonably necessary, desirable or convenient in order to
effect the purposes hereof.
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6. COUNTERPARTS. This Termination Agreement may be executed in
two or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement.
7. CONSTRUCTION AND REPRESENTATION. The parties understand and
acknowledge that they have each been represented by (or have had the opportunity
to be represented by) counsel in connection with the preparation, execution and
delivery of this Termination Agreement. This Termination Agreement shall not be
construed against any party for having drafted it.
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement effective as of the day and year first above written.
WITNESSES:
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Xxxxx X. Xxxxx, Xx.
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Xxx X. Xxxxxxx, III
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RCF COMPANY LTD. PARTNERSHIP
By:
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Name:
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Title:
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XXX X. XXXXXXX III (1998) ANNUITY
TRUST UNDER AGREEMENT DATED
OCTOBER 26, 1998
By:
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Name:
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Title:
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Xxxx X. Xxxxxxxx
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MJF LIMITED PARTNERSHIP
By:
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Name:
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Title:
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