Exhibit 10.5
TERMINATION AGREEMENT
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This Termination Agreement is made effective as of the 26th day of April
2005 (the "Agreement"), by and between the undersigned employee (the "Employee")
and ANTs software inc., a Delaware corporation (the "Company").
WHEREAS, the parties hereto are parties to that certain Salary Agreement
dated October 29, 2004, as amended by those certain Amendment Agreements dated
January 13, 2005 and February 1, 2005 (collectively, the "Prior Agreements"),
and
WHEREAS, the parties desire to terminate the Prior Agreements on the terms
and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Acknowledgment. The Parties acknowledge and agree that the contingent bonus
set forth in the Prior Agreements has been earned and is due and the
Company shall pay the entire contingent bonus to Employee, subject to the
Company's withholding obligations and normal payroll practices, within
thirty days of the day of this Agreement.
2. Termination of Prior Agreements. The parties agree that the Prior
Agreements are terminated, effective as of the date of this Agreement.
Nothing herein is intended to or shall change the "at-will" nature of the
Employee's employment by the Company.
3. Base Annual Salary. Subject to the Company's withholding obligations, the
Company will pay to the Employee that certain base salary that the Employee
received prior to the effectiveness of the Salary Agreement, to be paid in
accordance with the Company's standard payroll procedures.
4. Miscellaneous. This Agreement may be executed simultaneously in two or more
counterparts, each one of which need not contain the signature of more than
one party, but all such counterparts taken together shall constitute one
and the same agreement. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision, or such portion of such
provision as may be necessary, shall be excluded from this Agreement and
the balance of this Agreement shall be interpreted as if such provision
were so excluded and shall be thereafter enforceable in accordance with its
terms. In the event of any claim, dispute, litigation, arbitration or
action concerning or related to this Agreement, or any alleged breach of
this Agreement, the prevailing party shall be entitled to reasonable
attorneys fees, costs of suit and disbursements in addition to any other
remedies or damages which may be properly awarded or awardable. This
Agreement is the entire agreement of the parties concerning the subject
matter of this Agreement and supersedes any prior agreements between them,
whether written or oral, with respect to the subject matter hereof. The
parties have had an opportunity for legal review of all of the terms
hereof. The parties therefore agree that, in interpreting any issues which
may arise, any rules of construction related to who prepared this Agreement
or otherwise are not intended and shall be inapplicable, each party having
contributed or having had the opportunity to contribute to clarify any
issue, and the parties hereto being joint authors hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement by their agent
duly authorized as of the date first above written.
ANTS SOFTWARE INC. EMPLOYEE
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
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Xxxx Xxxxxx, Chief Executive Officer
Address: 000 Xxxxxx Xxxx, Xxxxx X Address: 000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
