EXHIBIT C
TERMINATION AGREEMENT
This Agreement is entered into as of the 9th day of September, 2002
between Sunra Capital Holdings Limited, a Bermuda company ("SCH"), and Xxxxxx
Xxxxxxxx, an individual residing in California ("XXXXXXXX").
WHEREAS, on June 21, 2002, SCH and Xxxxxxxx entered into a Management
Agreement (the "OLD MANAGEMENT AGREEMENT"); and
WHEREAS, concurrently with the execution of this Agreement, SCH and
California Pacific Capital LLC, a new company formed by Xxxxxxxx, will enter
into a new Management Agreement (the "NEW MANAGEMENT AGREEMENT") and wish to
terminate the Old Management Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. TERMINATION OF OLD MANAGEMENT AGREEMENT. SCH and Xxxxxxxx hereby
terminate the Old Management Agreement, effective as of the date hereof and
conditioned upon the execution of the New Management Agreement.
2. COMPLETE AGREEMENT. This Agreement constitutes the complete and
exclusive understanding and agreement of the parties with respect to the subject
matter hereof and supersedes all prior understandings and agreements (including
without limitation the Old Management Agreement), whether written or oral, with
respect to the subject matter hereof.
3. MISCELLANEOUS. This Agreement may be executed in counterparts.
This Agreement will be governed by and construed in accordance with the laws of
the State of California, excluding that body of law pertaining to conflict of
laws. Any legal action or proceeding arising under this Agreement will be
brought exclusively in the federal or state courts located in the Northern
District of California and the parties hereby consent to the personal
jurisdiction and venue therein. This Agreement shall be binding upon, and inure
to the benefit of, SCH and Xxxxxxxx and their respective successors and
permitted assigns.
SUNRA CAPITAL HOLDINGS LIMITED
By:
---------------------------------
Xxxxxx Xxxxxx XXXXXX XXXXXXXX
Title:
Address: 00 Xxxxxx Xxxx Xxxxxxx
Xxxxxx, XX 00000
