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Exhibit 10.2
TERMINATION AGREEMENT
This Termination Agreement is made as of this 28th day of May, 1998, between
International Corporate Travel Services, Inc., a Delaware corporation
("InterCorp") and Xxx X. Xxxxxx, Inc., a Pennsylvania corporation ("WESTON").
For good and sufficient consideration, and intending to be legally bound,
InterCorp and WESTON agree as follows:
The Travel Management Services Agreement ("Agreement") dated 15 March 1996 by
and between InterCorp and WESTON is hereby terminated for the convenience of the
parties effective 30 June 1998.
The parties agree that InterCorp will discontinue the performance of services
under the Agreement in an orderly manner as directed by WESTON, however all
services shall cease on the effective date of termination.
The parties agree that InterCorp shall be paid in accordance with the terms of
the Agreement for all services provided and accepted by WESTON through the date
of termination. The parties further agree that WESTON's annual fee for the final
twelve (12) month period of the Agreement is reduced by $275,000 from $550,000
to $275,000. WESTON's right to offset from the annual fee, all commissions, fees
and other payments received by InterCorp from travel service providers in
respect to WESTON related travel will not be affected by termination of the
Agreement. This includes all revenues resulting from WESTON travel received by
InterCorp after the date of termination of the Agreement, which revenues shall
be credited to WESTON on InterCorp's final invoice. As consideration for
termination of the Agreement, InterCorp will be paid $150,000, in three equal
payments of $50,000, the first of which is due on the date of termination; the
second payment is due on 30 June 1999 and the third and final payment is due 30
June 2000.
Subject only to receipt by InterCorp of a final payment by WESTON of the
$150,000 termination payment described above, InterCorp does release and forever
discharge WESTON from any and all actions, causes of action, liens, debts,
claims and demands of whatsoever nature which InterCorp now has or ever has had
against WESTON, which shall have arisen or may arise out of or be incidental to
the Agreement or services performed in connection with the Agreement.
In witness whereof, the parties hereto have executed this Termination Agreement
as of the date last executed.
INTERNATIONAL CORPORATE XXX X. XXXXXX, INC.
TRAVEL SERVICES, INC.
By: /s/Xxxxxxxxx Xxxxxx By: /s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxxx Xxxxxx X.X. Xxxxxxxxx
President Chief Executive Officer
Date: 5-28-98 Date: 5-28-98
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