EXHIBIT 10.5
THIS RELEASE (the "Release") is made and delivered this 23rd day of
December, 2004 by Xxxxxx Xxxxxx, an individual with an address of 000
Xxxxxxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter "Xxxxxx") in favor of
EasyLink Services Corporation, a Delaware corporation with its principal place
of business at 00 Xxxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
"EasyLink") in connection with the execution this even date herewith of that
certain Domain Portfolio Purchase Agreement.
IN CONSIDERATION of the terms and conditions of the Domain Portfolio
Purchase Agreement executed this even date herewith by and among EasyLink,
Xxxxxx, and NJ Domains, LLC, a New Jersey limited liability company, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged,
1. Xxxxxx acknowledges and agrees that, in granting the releases below,
he is acting of his own free will, voluntarily and on behalf of himself, his
heirs, administrators, executors, successors and assigns.
2. Xxxxxx hereby releases EasyLink and its subsidiaries, affiliates,
directors, officers, employees, and agents, and each of them, from any and all
Claims (as hereinafter defined but expressly excluding Claims arising from
Xxxxxx'x employment by EasyLink), arising from the beginning of time until the
date of this Agreement, expressly excluding however any Claims which may arise
under:
a. Any agreement executed this even date herewith; and
b. Any agreement providing for the indemnification of Xxxxxx
as a director or officer of EasyLink, whether such agreement is found
in EasyLink's Amended and Restated Certificate of Incorporation,
EasyLink's bylaws, or an agreement between Xxxxxx and EasyLink
concerning such indemnification.
For purposes of this Release, "Claims" shall mean debts, obligations,
claims, demands, judgments, or causes of action of any kind whatsoever, in tort,
contract, by statute, or on any other basis, for compensatory, punitive, or
other damages, expenses, reimbursements, or costs of any kind.
WITNESS XXXXXX XXXXXX
/s/Xxxxxxxx Xxxx /s/Xxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxx Xxxxxx Xxxxxx
