EXHIBIT 10.5
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into
as of the 31ST day of December, 1996 by and between GLENAYRE TECHNOLOGIES, INC.,
a Delaware corporation formerly known as "N-W Group, Inc." (the "Company"), and
XXXXXX X. XXXXXX ("Xx. Xxxxxx").
Statement of Purpose
The Company and Xx. Xxxxxx entered into an Employment Agreement dated
December 3, 1990, as amended by an Amendment Agreement dated as of February 1,
1995 (the "Employment Agreement"). The Company and Xx. Xxxxxx desire to
terminate the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Statement of Purpose
and the mutual covenants and agreements herein contained, the parties hereto
agree as follows:
1. The Employment Agreement is hereby terminated effective
as of December 31, 1996.
2. Xx. Xxxxxx acknowledges and agrees no event has occurred
prior to the date hereof which constitutes "Good Reason" (as defined in Section
12(a) of the Employment Agreement) or a "Change in Control" of the Company (as
defined in Section 13(a) of the Employment Agreement), which in either case
would entitle Xx. Xxxxxx to terminate his employment under the Employment
Agreement and to be paid certain payments under Section 12 or 13 of the
Employment Agreement, as applicable. The Company acknowledges and agrees that
the termination of the Employment Agreement does not affect in any manner
whatsoever any options to purchase the Company's common stock previously granted
by the Company to Xx. Xxxxxx and that such options continue to be exercisable
for the applicable 10-year period.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
By: s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
President
s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
