{"id":40726,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-of-services-and-indemnification-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-of-services-and-indemnification-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-of-services-and-indemnification-agreement.html","title":{"rendered":"Termination of Services and Indemnification Agreement &#8211; Concentric Network Corp., Marc Collins-Rector and Chad Shackley"},"content":{"rendered":"<pre>\n                          TERMINATION OF SERVICES AND\n                           INDEMNIFICATION AGREEMENT\n\n\n     This Termination of Services and Indemnification Agreement is made by and\nbetween Concentric Network Corporation (the 'Company') and Marc Collins-Rector\n('Collins-Rector') and Chad Shackley (together with Collins-Rector, 'Founders').\n\n     WHEREAS, Founders wish to sell certain of their shares of Class A Common\nStock of the Company to certain investors;\n\n     WHEREAS, such investors have requested that the Company make certain\nrepresentations and warranties in the stock purchase agreement relating to\nFounder's  sale of Class A Common Stock of the Company;\n\n     WHEREAS, the Company wishes Founders to enter into  market standoff\nagreements with respect to all securities of the Company held by Founders;\n\n     WHEREAS, the Company wishes Founders to assist the Company in obtaining\nmarket standoff agreements from all other holders of the Company's securities;\n\n     NOW THEREFORE, in consideration of the mutual promises made herein, the\nCompany and Founders hereby agree as follows:\n\n     1.   The Company agrees to make the representations and warranties set\nforth in the Stock Purchase Agreements dated as of February ___, 1996 among\nFounders, the Company and the purchasers of shares of Class A Common Stock of\nthe Company set forth on each Stock Purchase Agreement.\n\n     2.   Founders will defend, indemnify and hold harmless the Company from and\nagainst any loss, damage, settlement or expense (including attorney's fees)\nincurred by the Company and arising from or related to any breach by the Company\nof its representations and warranties in the Stock Purchase Agreements; provided\nthat Founders shall not be liable in any such case to the extent that such\nbreach arises out of the Company's gross negligence, recklessness or intentional\nact.\n\n     3.   Founders hereby resign from all their positions as employees of the\nCompany and Collins-Rector hereby resigns from his position as a member of the\nCompany's Board of Directors as of the date of this Agreement.  The Company\nshall have no obligation to pay any severance or other compensation to Founders.\n\n \n     4.   The Company and Collins-Rector hereby agree that the vacancy on the\nCompany's Board of Directors caused by Collins-Rector's resignation will be\nfilled by a nominee designated by GS Capital Partners L.P. and reasonably\nacceptable to the other members of the Company's Board of Directors, which\nappointment will be made prior to an initial public offering of the Company's\nsecurities.\n\n     5.   Immediately prior to an initial public offering of the equity\nsecurities of the Company, Founders will enter into a market standoff agreement\nsubstantially in the form attached hereto as Exhibit A (the 'Market Standoff\nAgreement') with respect to all securities of the Company owned as of the date\nof the Market Standoff Agreement or acquired thereafter.\n\n     6.   Founders will use their best efforts to cause all holders of\nsecurities of the Company to enter into a market standoff agreement in form and\nsubstance similar to the Market Standoff Agreement.\n\n     7.   Founders shall diligently and in a timely fashion assist the Company\nin preparing the necessary registration statement and related disclosure\ndocumentation, in connection with an initial public offering of the Company's\nshares of Common Stock (the 'IPO'), and in clearing such registration statement\nwith the Securities and Exchange Commission and applicable state securities\ncommissions and shall provide such other services and assistance in connection\nwith the IPO as the Company shall reasonably request.\n\n     8.   Founders shall refrain from taking or omitting to take any action or\nmaking or omitting to make any statements that would prevent, delay or interfere\nwith the IPO.\n\n     9.   Founders shall maintain the confidentiality of all confidential and\nproprietary information of the Company.  Founders shall return all Company\nproperty and confidential and proprietary information in their possession within\nfive business days from the date hereof.\n\n    10.   The Company hereby agrees that it shall have filed a registration\nstatement on Form S-8 covering such number of shares of Common Stock of the\nCompany underlying options held by Founders and Randy Maslow as are eligible for\nregistration on a Form S-8 and that the Company shall use its best efforts to\nhave such registration statement declared effective prior to the termination of\nthe Market Standoff Agreement.\n\n    11.   The Company agrees to amend the Option Agreement granting Collins-\nRector the option to purchase 800,000 shares of Common Stock (the 'Options')\ndated as of August 19, 1994 between the Company and Collins-Rector to allow for\nthe net exercise of the Options. On the date the Company is able to register\nsecurities on Form S-3, upon the request of Collins-Rector, the Company agrees\nto promptly file a shelf registration on Form S-3 (the 'Shelf Registration')\nrelating to the shares of Common Stock of the Company underlying the Options (i)\nwhich cannot be sold pursuant to Rule 701 or are not the subject of an effective\nForm S-8 registration statement or (ii) which cannot be sold within four months\nfrom such date under Rule 144 (or any successor provision) under the Securities\nAct of 1933, as amended. In the event the Company is required to file or files\n\n                                      -2-\n\n \nthe Shelf Registration pursuant to the prior sentence, if the Board of Directors\nof the Company, in its good faith judgment, determines at any time that the\nfiling of the Shelf Registration or the sale of securities pursuant to the Shelf\nRegistration should not be made or continued because it would materially\ninterfere with any material financing, acquisition, corporate reorganization or\nmerger or other transaction involving the Company or any of its subsidiaries (a\n'Valid Business Reason'), the Company may postpone the filing of the Shelf\nRegistration or the sale of any securities pursuant to the Shelf Registration,\nand Collins-Rector shall not sell any securities pursuant to the Shelf\nRegistration, until such Valid Business Reason no longer exists, but in no event\nfor more than six months; and the Company shall give written notice of its\ndetermination to so postpone and of the fact that the Valid Business Reason for\nsuch postponement no longer exists, in each case, promptly after the occurrence\nthereof.\n\n    12.   The Company agrees to amend the Option Agreement granting Chad\nShackley the option to purchase 800,000 shares of Common Stock (the 'Options')\ndated as of August 19, 1994 between the Company and Chad Shackley to allow for\nthe net exercise of the Options. On the date the Company is able to register\nsecurities on Form S-3; upon the request of Chad Shackley, the Company agrees to\npromptly file a shelf registration on Form S-3 (the 'Shackley Shelf\nRegistration') relating to the shares of Common Stock of the Company underlying\nthe Options (i) which cannot be sold pursuant to Rule 701 or are not the subject\nof an effective Form S-8 registration statement or (ii) which cannot be sold\nwithin four months from such date under Rule 144 (or any successor provision)\nunder the Securities Act of 1933, as amended. In the event the Company is\nrequired to file or files a Shackley Shelf Registration pursuant to the prior\nsentence, if the Board of Directors of the Company, in its good faith judgment,\ndetermines at any time that the filing of the Shackley Shelf Registration or the\nsale of securities pursuant to the Shackley Shelf Registration should not be\nmade or continued because it would materially interfere with any Valid Business\nReason, the Company may postpone the filing of the Shackley Shelf Registration\nor the sale of any securities pursuant to the Shackley Shelf Registration, and\nChad Shackley shall not sell any securities pursuant to the Shackley Shelf\nRegistration, until such Valid Business Reason no longer exists, but in no event\nfor more than six months; and the Company shall give written notice of its\ndetermination to so postpone and of the fact that the Valid Business Reason for\nsuch postponement no longer exists, in each case, promptly after the occurrence\nthereof.\n\n    13.   This Agreement shall be governed by the laws of the State of\nCalifornia.\n\n    14.   The parties hereto expressly agree that GS Capital Partners, L.P. and\nKleiner Perkins Caufield &amp; Byers are third party beneficiaries to this Agreement\nand shall have the right to enforce their rights hereunder.\n\n    15.   This Agreement may be signed in counterparts, and each counterpart\nshall have the same force and effect as an original and shall constitute an\neffective, binding agreement on the part of each of the undersigned.\n\n                                      -3-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Agreement as of this\n___________ day of February 1996.\n\n\n                                        CONCENTRIC NETWORK CORPORATION\n\n\n                                        By: \/s\/ Michael Anthofer\n                                            ------------------------------------\n                                            Michael Anthofer\n                                            Vice President and CFO\n\n\n\n                                        FOUNDERS\n\n\n                                        \/s\/ Marc Collins-Rector\n                                        ----------------------------------------\n                                        Marc Collins-Rector\n\n\n\n                                        \/s\/ Chad Shakley\n                                        ----------------------------------------\n                                        Chad Shackley\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9551],"class_list":["post-40726","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40726","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40726"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40726"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40726"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40726"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}