|
Exhibit
10.8
SUBSCRIPTION RENEWAL
FEE AGREEMENT
This SUBSCRIPTION RENEWAL FEE AGREEMENT
(this “Agreement”), dated as of May 8, 2008 (the
“Effective Date”), is by and between Unisys
Corporation, a Delaware corporation (“Seller”) and FLO
Corporation, a Delaware corporation (“Buyer”). Seller
and Buyer are sometimes hereinafter referred to individually as a
“Party” and collectively as the
“Parties.”
WHEREAS, Seller and Buyer
have entered into an Asset Purchase Agreement, dated as of
October 5, 2007 (the “Asset Purchase Agreement”)
for the sale of the assets of the Business to Buyer. Capitalized
terms used but not defined herein have the meaning given to such
terms in the Asset Purchase Agreement.
WHEREAS, the parties have
agreed that, in addition to the Purchase Price set forth in the
Asset Purchase Agreement, Seller shall be entitled to additional
payments from Buyer based on Subscription Renewals as defined
below.
NOW, THEREFORE, in
consideration of the premises and mutual covenants, agreements and
provisions herein contained, and intending to be legally bound, the
Parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Definitions . As used in this
Agreement:
“Field of Use”
means any one of the following programs alone or in combination
with another:
(A) The TSA’s (or any
successor agency’s or department’s) Registered Traveler
(RT) program (and any successor program) that provides secure
access and/or expedited security screening for passengers using an
RT card or other medium or method, as such RT program exists as of
the Closing Date and as such RT program expands over
time;
(B) Programs that use the RT
Central Information Management System (CIMS) (or any successor or
substantially similar system) operated by the American Association
of Airport Executives (or any successor association or entity or a
substantially similar association or entity) to process enrollments
by passengers to a program directed at facilitating secure access
and/or expedited security screening; and;
(C) Any other program that is
a natural extension of the RT program or such other program
described in (B) above to any mode of transportation or travel
(e.g., air, train, bus, cruise ship, etc.) for which a natural
person pays a fee to the service provider to participate in the
program.
The Field of Use shall not
include secure access and/or expedited security screening programs
deployed and operated (as opposed to administered and overseen) by
or on behalf of a Governmental Authority.
“Renewal
Payments” shall be as defined in Section 2.1.
“Renewal Period”
shall be as defined in Section 2.1.
“Subscription”
means the initial subscription by an individual to a program in the
Field of Use in the United States whether entered into before or
after the Closing Date and regardless of whether the subscriber was
enrolled by Seller or Buyer (or any assignee of Buyer).
“Subscription
Renewal” means a renewal of an individual’s
Subscription beyond the first full year of such individual’s
participation in the applicable program. A Subscription shall be
considered a Subscription Renewal after the first full year of
participation in the applicable program, regardless of the initial
length of time subscribed by such individual, provided that a
Subscription shall not be considered a Subscription Renewal if the
Subscription has been cancelled, has terminated or has otherwise
lapsed prior to any Subscription Renewal date. Thus, by way of
example, a Subscription Renewal begins on the one year anniversary
date of the initial Subscription, regardless of whether the initial
Subscription is for one year, or multiple years. Each subsequent
anniversary after the first year of participation shall be
considered a Subscription Renewal, provided that a Subscription
shall not be considered a Subscription Renewal if the Subscription
has been cancelled, has terminated or has otherwise lapsed prior to
any Subscription Renewal date. By way of example, a three year
Subscription beginning on March 1, 2008 shall be considered to
have two Subscription Renewal periods, beginning on March 1,
2009 and March 1, 2010, provided that if the Subscription is
terminated on or before March 1, 2010, there shall only be one
Subscription Renewal.
ARTICLE II
PAYMENTS
Section 2.1. Renewal
Payments . (a) For each Subscription Renewal (irrespective
of whether the initial Subscription was entered into before or
after the Closing Date), during the period commencing on the first
day following the Closing and ending December 31, 2015 (the
“Renewal Period”), Buyer will pay Seller $5.75 for each
Subscription Renewal (the “Renewal Payments”). The
Renewal Payments will be paid quarterly by Buyer to Seller during
the Renewal Period by the end of the month following the end of
each quarter. For example, the Renewal Payment for the first
quarter of 2008 will be paid by April 30, 2008.
-2-
(b) Notwithstanding the
provisions of subsection (a) above, if (i) Seller or any
of its Affiliates acquires a Competing Business operating in the
United States under the circumstan
| 
