|
Exhibit
10.27
TERMINATION
AGREEMENT
This T
ERMINATION A GREEMENT (the
“ Termination Agreement ”) is entered
into as of September 28, 2004, by and among R
ACKABLE S YSTEMS , I
NC . , a Delaware corporation (the “
Company ”) and Parthenon Capital, LLC (“
Parthenon ”).
W
HEREAS , the Company and Parthenon are parties
to that certain Advisory Agreement, dated December 23, 2002 (the
“ Advisory Agreement ”);
W
HEREAS , the Company and Parthenon hereby desire
to terminate the Advisory Agreement in its entirety, with the
exception of Sections 2(d), 7, 8, 10 and 11 of the Advisory
Agreement as described in Section 2 below; and
W
HEREAS , pursuant to Section 11 of the Advisory
Agreement, the Advisory Agreement may be amended by an instrument
in writing executed by the Company and Parthenon.
AGREEMENT
N OW T
HEREFORE , in consideration of the termination
of the Advisory Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agree as follows:
1. Subject to Section 2 below,
the Company and Parthenon hereby agree to terminate the Advisory
Agreement in its entirety in exchange for a final, lump-sum payment
by the Company to Parthenon of six hundred thirty thousand dollars
($630,000.00) which is delivered herewith. Following such
termination, the terms, covenants, obli
|
