EXHIBIT 10.(c)
OPTION CANCELLATION AGREEMENT
OPTION CANCELLATION AGREEMENT made as of the 20 day of October,
1997, by and between MATEC Corporation, a Delaware corporation (the
Company), and Xxxxxx X. Xxxx (the Optionholder).
WITNESSETH:
WHEREAS, the Company and Optionholder have entered into a Separation
Agreement and General Release; and
WHEREAS, the Optionholder is the owner of a currently exercisable
Option granted under the Company's 1992 Stock Option Plan to purchase
120,000 shares of Common Stock of the Company pursuant to a Stock Option
Agreement dated December 4, 1992 between the Company and Optionholder
(such option being hereinafter collectively referred to as the Option);
and
WHEREAS, the Optionholder wishes to relinquish and deliver the Option
to the Company pursuant to the terms of this Agreement, and the Company is
willing to accept such relinquishment and delivery in accordance with the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
representations and warranties made herein, and of the mutual benefits to
be derived hereby, the parties hereto agree as follows:
1. TERMINATION, CANCELLATION AND RELINQUISHMENT. Effective as of the
date hereof the Option shall be terminated and cancelled and become null
and void automatically, and all rights of the Optionholder in respect
thereof shall be terminated, cancelled and relinquished, except for the
right of the Optionholder to receive the payment provided for in this
Agreement.
2. PAYMENT TO THE OPTIONHOLDER. In consideration of such
termination, cancellation and relinquishment, as of the date hereof, the
Company is paying to the Optionholder, and the Optionholder acknowledges
receipt of, $60,000.
3. WITHHOLDING. The payment made by the Company to the Optionholder
under this Agreement is being made subject to any withholding as may be
required by applicable law or regulation.
4. GENERAL PROVISIONS.
4.1 WARRANTY OF AUTHORITY AND OWNERSHIP. The Optionholder represents
and warrants to the Company that the Optionholder has full authority to
relinquish and deliver the Option for surrender and cancellation pursuant
to the terms of this Agreement, and that the Optionholder has good and
sole title to the Option free and clear of all liens, charges,
encumbrances, or other obligations relating to the sale or transfer
thereof, and that the Option is not subject to any adverse claim.
4.2 ADDITIONAL OPTIONHOLDER WARRANTIES. The Optionholder
acknowledges that the Company has informed him that the Company continues
in active negotiations with various parties concerning the possible sale
of the Company's subsidiary Bergen Cable Technologies, Inc. (Bergen) and
that in the near future the Company may enter into an agreement with one
of such parties to sell Bergen. Furthermore, the Optionholder understands
that in the event of the sale of Bergen the Company may make a partial
distribution to its shareholders of the proceeds received for the sale of
Bergen. Optionholder acknowledges that there is no assurance that such
sale of Bergen or such partial liquidation will be effected. Optionholder
further acknowledges his responsibilities under the securities laws
concerning confidential information concerning the Company.
4.3 ENTIRE AGREEMENT. This Agreement contains, and is intended as, a
complete statement of all of the terms of the arrangements between the
parties with respect to the matters provided for, supersedes any previous
agreements and understandings between the parties with respect to those
matters, and cannot be changed or terminated orally. THE OPTIONHOLDER
ACKNOWLEDGES THAT THE COMPANY HAS NOT MADE NOR AUTHORIZED ANY PERSON TO
MAKE ON BEHALF OF THE COMPANY ANY RECOMMENDATION AS TO WHETHER THE
OPTIONHOLDER SHOULD ENTER INTO THIS AGREEMENT OR TO TAKE OR REFRAIN FROM
TAKING ANY OTHER ACTIONS WITH RESPECT TO THE OPTION.
4.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts
applicable to agreements made and to be performed in Massachusetts without
regard to the principles thereof regarding the choice of law. The
Company and the Optionholder hereby irrevocably submit to the jurisdiction
of the courts of the Commonwealth of Massachusetts and the Federal courts
of the United States of America located in the Commonwealth of
Massachusetts solely in respect of the interpretation and enforcement of
the provisions of this Agreement. The Company and the Optionholder hereby
consent to and grant any such court jurisdiction over the person of such
parties and over the subject matter of any such dispute.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement
as of the date first written above.
THE COMPANY:
MATEC CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Title: Chairman CEO
THE OPTIONHOLDER:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
