EXHIBIT 10.02
-------------
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (the "Agreement") is made as of June 1,
1996, by and between Occupational Health + Rehabilitation Inc ("OH+R") and the
following parties (collectively referred to herein as the "OH+R Security
Holders") (i) the signatories to that certain First Amended and Restated
Stockholders Agreement ("Stockholders Agreement') dated as of July 15, 1993,
among OH+R and its stockholders, as amended, (ii) recipients of Common Stock
Purchase Warrants ("Warrants") of OH+R, and (iii) the signatories to that
certain Securities Purchase Agreement dated July 15, 1993 among OH+R and the
Investors named therein ("Securities Purchase Agreement"), as supplemented by
the Supplemental Securities Purchase Agreement dated November 1, 1994 and the
Second Supplemental Securities Purchase Agreement dated April 27, 1995.
WITNESSETH:
WHEREAS, OH+R has entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of February 22, 1996, as amended, with Telor
Ophthalmic Pharmaceuticals, Inc. ("Telor") pursuant to which OH+R will merge
with and into Telor and Telor will become the surviving corporation (the
"Merger"); and
WHEREAS, pursuant to the terms of the Merger Agreement, the OH+R
Security Holders will receive shares of Common Stock of Telor in exchange for
their shares of Common or Preferred Stock of OH+R or will receive the right to
receive shares of Telor Common Stock upon exercise of options or warrants of
OH+R held by them; and
WHEREAS, pursuant to the terms of the Merger Agreement and effective
upon the closing of the Merger, the OH+R Security Holders will become parties to
a certain Registration Rights Agreement with respect to the shares of Telor
Common Stock substantially in the form of Exhibit 6.15 to the Merger Agreement;
and
WHEREAS, as a condition to the Merger, OH+R must terminate all
agreements with the OH+R Security Holders pertaining to rights associated with
the equity securities of OH+R held by them, including, without limitation,
voting rights, rights of first refusal, preemptive rights, registration rights
and antidilution rights ("Rights"); and
WHEREAS, the OH+R Security Holders are entitled to certain Rights
under agreements with OH+R to which they are a party and desire to terminate
such Rights in exchange for the opportunity to exchange their OH+R securities
for shares of Telor Common Stock or the right to purchase shares of Telor Common
Stock in accordance with the Merger Agreement.
NOW THEREFORE, in consideration of the Merger of OH+R with and into
Telor and the corresponding exchange of OH+R securities for Telor securities and
grant of registration
rights with respect to the shares of Telor Common Stock as contemplated by the
Merger Agreement, the parties hereto agree that, effective immediately prior to
consummation of the Merger, the following agreements and/or portions of
agreements to which OH+R and certain of the undersigned are parties shall be
terminated and all obligations of OH+R thereunder shall be of no further force
or effect: (i) the Stockholders Agreement; (ii) Sections 3.2(c), 6, 11 and 12 of
the Warrants (relating to registration rights and the Stockholders Agreement);
(iii) Articles V and VI of the Securities Purchase Agreement (relating to
covenants and registration rights).
If the Merger is not consummated within one hundred eighty (180) days
of the date set forth above, this Agreement shall be null and void and of no
further force or effect. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the Commonwealth of Massachusetts.
[Intentionally Left Blank]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be duly executed as of the date first written above.
OCCUPATIONAL HEALTH +
REHABILITATION INC
By:
------------------------------------
Xxxx X. Xxxxxxxxx
Its President
---------------------------------------
Xxxx X. XxXxxx
---------------------------------------
Xxxxxxx Xxxxxxx
---------------------------------------
Xxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Deutsch
---------------------------------------
Xxxxxx X. Xxxxxx
The Venture Capital Fund of New England
III, L.P.
By: FH & Co. III, L.P.
Its General Partner
By:
------------------------------------
Name:
----------------------------------
Title: Its General Partner
-3-
BancBoston Ventures, Inc.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Prince Venture Partners III, Limited
Partnership
By: Prince Venture Partners III
By:
------------------------------------
Name:
----------------------------------
Title: Its General Partner
Boston Capital Ventures Limited
Partnership
By: BC & V Limited Partnership
Its General Partner
By: Boston Capital Partners
Its General Partner
By:
------------------------------------
Name:
----------------------------------
Title: Its General Partner
Boston Capital Ventures II Limited
Partnership
By: Boston Capital Partners II
Its General Partner
By:
------------------------------------
Name:
----------------------------------
Title: Its General Partner
-4-
---------------------------------------
Xxxx X. Xxxxxxxxx
---------------------------------------
Xxxxx X. Xxxxx
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxx Xxxxx Xxxxxx
Family Health Care, P.A.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
-5-
