Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - COREL CORP | dp16287_8k.htm |
| EX-10.1 - EXHIBIT 10.1 - COREL CORP | dp16287_ex1001.htm |
| EX-10.2 - EXHIBIT 10.2 - COREL CORP | dp16287_ex1002.htm |
| EX-99.1 - EXHIBIT 99.1 - COREL CORP | dp16287_ex9901.htm |
| EX-3.1 - EXHIBIT 3.1 - COREL CORP | dp16287_ex0301.htm |
EXHIBIT
10.3
Each of Corel Corporation (the "Company"), Vector Capital
Partners II International, Ltd. on its own behalf and on behalf its controlled
affiliates, subsidiaries and their respective predecessors, successors and
assigns (collectively the "Releasor") in consideration of
the release to be provided to the Releasor below and for other good and valuable
consideration, the adequacy of which is hereby acknowledged, hereby, effective
as of the date hereof, irrevocably and unconditionally remises, releases and
forever discharges the undersigned individual (the "Director"), a director of the
Company and his heirs, executors, legal personal representatives,
administrators, trustees, successors and assigns (the "Director Released Parties") of
and from all and any actions, manner of actions, causes of actions, suits,
proceedings, executions, judgements, duties, debts, dues, accounts, bonds,
losses, injury, indemnities, expenses, interest, covenants (whether express or
implied), agreements, liens, liabilities, grievances, claims, costs, damages,
monies and demands of every nature and description whatsoever, at law or in
equity, or under any statute whether known or unknown, suspected or claimed,
matured or unmatured, contingent or otherwise (collectively, the "Claims"), which the Releasor
now has, or ever had or hereafter can, shall or may have or assert, now or at
any time in the future, for or by reason of or in any way arising out of any
cause, matter or thing whatsoever which arises as a result (for the avoidance of
doubt, either directly or indirectly) of the Director having been a director of
the Company of every nature and kind, save and except that this release shall
not be effective to release the Director from any Claims arising out of or
relating to fraud or criminal conduct on the part of the Director.
The
Director in consideration for the release to be provided to the Director
Released Parties above and for other good and valuable consideration, the
adequacy of which is hereby acknowledged, effective as of the date hereof,
irrevocably and unconditionally remises, releases and forever discharges the
Releasor, and their present and former directors, officers, employees, partners
and agents and each of their heirs, executors, legal personal representatives,
administrators, trustees, successors and assigns, of and from all Claims which
the Director Released Parties now have, or ever had or hereafter can, shall or
may have or assert, now or at any time in the future, for or by reason of or in
any way arising out of any cause, matter or thing whatsoever which arises as a
result (for the avoidance of doubt, either directly or indirectly) of the
Director having been a director of the Company of every nature and
kind.
Notwithstanding
anything contained herein, this release shall not extend to or affect, or
constitute a release of the Director Released Parties' right to sue, claim
against or recover from the Company and shall not constitute an agreement to
refrain from bringing, taking or maintaining any action against the Company in
respect of:
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any
corporate indemnity existing by statute, contract or pursuant to any of
the constating documents of the Company provided in the Director Released
Parties' favour;
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·
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the
Director Released Parties' entitlement to any insurance maintained for the
benefit or protection of existing or former directors and/or officers of
the
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·
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any
unpaid remuneration or entitlements to have expenses
reimbursed.
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Each of
the Releasor and the Director covenants and agrees that it shall not commence,
maintain or enforce or cause to be commenced, maintained or enforced or join,
assist, aid or act in concert in any manner whatsoever with any other person in
any proceedings of any kind or nature whatsoever (including without limitation
any cross claim, counterclaim, third party action or application) against any
person as a result of any injury, loss or damage that the Releasor or the
Director Released Parties, as the case may be, may have suffered in respect of
any or all matters released by it in this release, including, without
limitation, proceedings against any person who has or might be entitled to claim
contribution, indemnity, damages or other relief from the other, as applicable,
whether pursuant to statute or otherwise.
Each of the Releasor and the Director
covenants and agrees that if it hereafter makes or participates in the making of
any claim or commences or threatens to commence or participate in any claim
against the other for or by reason of any cause, matter, claim or action that,
pursuant to this instrument, has been released by the party, this release may be
raised as an estoppel and complete bar to any such claim.
Each of the Releasor and the Director
covenants and warrants that it has not transferred or assigned, nor entered into
any agreement to transfer or assign, to any other person any Claim or any
interest in any Claim, held by the Releasor or the Director, as applicable, or
formerly held by the Releasor or the Director, as applicable, in
respect of any or all matters released by it, pursuant to the terms of this
release.
Each of the Releasor and the Director
hereby expressly waives and relinquishes to the fullest extent permitted by law,
the provisions, rights and benefits of any statute, law, rule or regulation
which might otherwise render a release unenforceable with respect to any matters
released hereunder.
The
Releasor reasonably believes that it is fully familiar with the facts and
circumstances which are sufficient to enable it to enter into this release. The
Releasor further expressly acknowledges and agrees that the release set forth
herein extends to any matters which are presently unknown, as well as matters
which may be known as at the date hereof.
The
Director reasonably believes that it is fully familiar with the facts and
circumstances which are sufficient to enable it to enter into this release. The
Director further expressly acknowledges and agrees that the release set forth
herein extends to any matters which are presently unknown, as well as matters
which may be known as at the date hereof.
The
Releasor hereby acknowledges that it is aware of the terms of this release and
that it represents a full and final release and discharge of all
claims.
The
Releasor also acknowledges and agrees that the Releasor has relied wholly upon
the Releasor's own judgment, belief and knowledge and has not been influenced in
making this release by any representations or statements by the
Director.
The
Director hereby acknowledges that it is aware of the terms of this release and
that it represents a full and final release and discharge of all claims except
as expressly set out above.
The
Director also acknowledges and agrees that the Director has relied wholly upon
the Director's own judgment, belief and knowledge and has not been influenced in
making this release by any representations or statements by the
Releasor.
Each of the Director and the Releasor
hereby acknowledges that in the event that any provision of this release, or any
part thereof, shall be found to be void or invalid by a court of competent
jurisdiction, such void or invalid provision, or part thereof, shall be deemed
to be severed from this release without in anyway affecting the validity,
enforceability or effect of any of the remaining provisions, or parts thereof,
which shall be and remain in full force and effect.
The Director and the Releasor each
agree that no party hereto shall assign its rights or transfer its obligations
hereunder without the prior written consent of the other parties hereto and the
parties agree to promptly sign such further documents and instruments, and do
and perform and cause to be done and performed such further and other acts and
things as may be necessary or desirable in order to give full effect to this
release and every part thereof.
Each of the Director and the Releasor
agree that this release may be executed in counterparts and by facsimile, each
of which so executed shall be deemed to be an original and all such counterparts
together shall constitute one and the same instrument.
This release shall be binding upon and
enure to the benefit of the Releasor and its successors and assigns. This
release shall be binding upon and enure to the benefit of the Director and his
successors, heirs, legal representatives and assigns.
The parties agree that they have each
had the opportunity of obtaining independent legal counsel before executing this
release.
This release shall be governed by and
construed in accordance with the laws of Ontario and the federal laws of Canada
applicable therein.
[Remainder
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IN
WITNESS WHEREOF the parties have executed this release this ______________ day
of __________, 2010.
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SIGNED
& DELIVERED
In
the presence of:
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Witness
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Director
on his own behalf and on behalf of the applicable Director Released
Parties
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COREL CORPORATION on its
own behalf and behalf of its controlled affiliates and
subsidiaries
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Name:
Eleanor Lacey
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Title:
Vice President & General Counsel,
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Vice
President, Business Development
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VECTOR CAPITAL PARTNERS II
INTERNATIONAL, LTD. on its own behalf and behalf of its controlled
affiliates and subsidiaries
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Alexander
R. Slusky
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Director
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