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)
whic
