MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement is entered into this 23rd day of January, 2000
by and among Legato Systems, Inc. ("Legato"), Lasso Acquisition Corp. ("Lasso")
and ONTRACK Data International, Inc. ("Ontrack").
WHEREAS, Legato, Lasso and Ontrack entered into that certain Agreement and Plan
of Reorganization dated November 18, 1999 (the "Agreement"); and
WHEREAS, Ontrack believes it is entitled to provide notice of breaches of the
Agreement pursuant to Section 7.1(f) thereof and thereby commence termination of
the Agreement as a result of what Ontrack believes to be certain recent material
adverse changes in Legato's financial condition, business, operations and
results of operations resulting in alleged breaches by Legato of the
representations in Sections 3.4, 3.5 and 3.12 and the anticipated inability to
meet the conditions in Sections 6.2 (a) and (c) in the Agreement; and
WHEREAS, Ontrack believes such alleged breaches cannot be cured and the parties
have agreed to immediately terminate the Agreement; and
WHEREAS, Ontrack desires to preserve any claims, rights and remedies it might
have available if the Agreement were terminated pursuant to Section 7.1(f)
following a breach of the Agreement and the 20-day cure period contemplated by
Section 7.1(f);
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the parties hereby agree that the Agreement shall be
terminated immediately pursuant to Section 7.1(a) thereof; provided, however,
that Ontrack shall not be deemed to have waived, released or in any manner given
up any claims, rights or remedies it might have had available to it were the
Agreement to have been terminated pursuant to Section 7.1(f) as hereinabove
contemplated; provided, further that this Mutual Termination Agreement shall be
interpreted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, Legato, Lasso and Ontrack have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized,
all as of the date first written above.
LEGATO SYSTEMS, INC. LASSO ACQUISITION CORP.
By:______________________________ By:____________________________
Name and Title Name and Title
ONTRACK DATA INTERNATIONAL, INC.
By:_______________________________
Name and Title
