Exhibit 10.21
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") dated as of July 1, 1997 (the
"Effective Date"), is between Electronic Data Systems Corporation ("EDS") and
--------------
Allin Communication Corporation ("Allin").
RECITALS
WHEREAS, EDS and Allin entered into (i) that certain Master Agreement dated
December 16, 1996 (the "Master Agreement"), (ii) that certain Joint Marketing
----------------
Agreement dated effective as of January 1, 1997 (the "Marketing Agreement");
-------------------
Whereas, pursuant to the Master Agreement, Allin and EDS entered into that
certain Authorization Letter No. 1996-01 (the "Authorization Letter"), dated
---------------------
December 16, 1996, pursuant to which EDS agreed to provide Allin with certain
services and resources, as more particularly described therein, in consideration
for the payments set forth therein;
WHEREAS, Allin has requested that EDS accommodate Allin by entering into
this Agreement providing for the early termination of the Authorization Letter;
and
WHEREAS, EDS is willing to make such accommodation to Allin upon the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Allin and EDS agree as follows:
1. Definitions. Capitalized terms used in this Agreement, to the extent not
------------
otherwise defined in this Agreement, shall have the same meaning as in the
Master Agreement.
2. Services. EDS and Allin agree that the Authorization Letter, will terminate
---------
on July 1, 1997 (the "Termination Date"). On and after the Termination Date,
----------------
Allin will have no further obligations under the Authorization Letter and EDS
will have no further obligation to provide any of the services or resources set
forth in the Authorization Letter. In addition, on or after the Termination
Date, EDS will be under no obligation to provide the Transition Assistance more
particularly described in Section 17 of the Master Agreement of any other
service or resource set forth in the Master Agreement.
3. Transition of Personnel. As of the Termination Date, Allin will offer
-----------------------
employment to those EDS employees listed in Schedule 3 (each, an "Employee
----------
Offeree") in accordance with Allin's normal employment policies; provided,
however, that Allin acknowledges and agrees that EDS may, in its sole and
absolute discretion, offer employment to any such Employee Offeree. In
connection with the making of such offers of employment, it is the expectation
of Allin and EDS that Allin will recognize and give credit for the respective
years of service at EDS of each of the Employee Offerees for purposes of
establishing the following benefits for the Employee Offerees at Allin; (i)
Vacation; (ii) Eligibility for early retirement; (iii) Vesting in Allin's
Retirement Plan, but not for determining the value of any Employee Offeree's
accrued benefits under Allin's Retirement Plan, which value will be based upon
the period of time that Allin actually employs an Employee Offeree; and (iv)
Short-term and long-term disability. EDS will cooperate with Allin in
connection with the making by EDS of the offers of employment contemplated by
this Section 3 and the distribution of employment information to the Employee
---------
Offerees. Allin and EDS each agree to indemnify and defend the other and to
hold the other harmless from any and all claims, actions, damages, liabilities,
costs and expenses, including but not limited to reasonable attorneys' fees and
expenses (collectively, "Claims"), arising out of, under or in connection with
an
act or omission of the indemnitor in its capacity as an employer of a person
and arising out of or relating to (A) federal, state or other laws or
regulations for the protection of persons who are members of a protected class
or category of persons, (B) sexual discrimination or harassment, (C) work
related injury or death, (D) accrued employee benefits not expressly assumed by
the indemnitee and (E) any other aspect of the employment relationship or its
termination (including but not limited to claims for breach of an express or
implied contract of employment) and which, in all such cases, arose when the
person asserting the claim, demand, charge, actions, cause of action or other
proceeding was or purported to be an employee of the indemnitor.
4. Amendment of Marketing Agreement. Allin and EDS acknowledge and agree that
---------------------------------
as a condition precedent to the effectiveness of this Agreement, the parties
will enter into an amended and restated Marketing Agreement substantially in the
form of the Amended and Restated Marketing Agreement attached hereto as
Exhibit A.
---------
5. No Third Party Beneficiary. This Agreement is intended to benefit only the
--------------------------
parties hereto and their respective successors and permitted assigns and shall
not confer upon any other person or entity any rights or remedies.
6. Counterparts. This Agreement may be executed in several counterparts, all
------------
of which taken together shall constitute a single agreement between the parties.
IN WITNESS WHEREOF, EDS and Allin have executed and delivered this Agreement
on the dates set forth below to be effective as of the Effective Date.
ELECTRONIC DATA SYSTEMS ALLIN COMMUNICATIONS CORPORATION
CORPORATION
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Title: Division Vice President Title: Chief Executive Officer
--------------------------- -------------------------------
Date: August 11, 1997 Date: July 1, 1997
---------------------------- -------------------------------
