TERMINATION AGREEMENT AND RELEASE
This Termination Agreement and Release is made and entered into as of this
1st day of February, 1999, by and among Summit Design, Inc., a Delaware
corporation ("Summit"), Hood Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Summit ("Merger Sub"), and OrCAD, Inc., a Delaware
corporation ("OrCAD").
RECITALS
WHEREAS, Summit, Merger Sub and OrCAD have previously entered into that
certain Agreement and Plan of Reorganization dated as of September 20, 1998, as
amended (the "Reorganization Agreement");
WHEREAS, the Board of Directors of OrCAD has determined that the Merger (as
defined in the Reorganization Agreement) is no longer consistent with and in
furtherance of the long-term business strategy of OrCAD or in the best interests
of OrCAD and its stockholders, and has duly authorized the termination of the
Reorganization Agreement;
WHEREAS, the Board of Directors of Summit has determined that the Merger is
no longer consistent with and in furtherance of the long-term business strategy
of Summit or in the best interests of Summit and its stockholders, and has duly
authorized the termination of the Reorganization Agreement; and
WHEREAS, the parties have agreed to terminate the Merger and any and all
other transactions contemplated by the Reorganization Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TERMINATION OF REORGANIZATION AGREEMENT. Pursuant to the provisions
of Section 7.1(a) of the Reorganization Agreement, the parties hereby mutually
consent to the termination of the Reorganization Agreement (including any and
all covenants, agreements and obligations contained therein) and any and all
agreements entered into in connection therewith, together with any and all of
the transactions contemplated thereby (including without limitation, the merger
of Merger Sub with and into OrCAD), and the same shall be of no further force
and effect.
2. MUTUAL RELEASE. For and in consideration of the mutual covenants
contained in this Agreement, Summit, Merger Sub and OrCAD hereby release and
forever discharge each other and their respective officers, directors, agents,
employees, successors and assigns from any and all contractual, statutory or
tort claims, demands, damages, costs, attorney fees, liability, claims for
contribution and claims for indemnity (collectively, "Claims") existing on the
date of this Agreement or arising hereafter, resulting from, relating to or in
connection with the Reorganization Agreement or the transactions contemplated
thereby.
3. NON-DISCLOSURE AGREEMENT AND CONFIDENTIALITY AGREEMENTS .
Notwithstanding the foregoing, the parties hereby specifically agree and affirm
that (i) the Non-Disclosure Agreement (as defined in the Reorganization
Agreement) remains in full force and effect, (ii) the Confidentiality Agreements
entered into as of December 16, 1998 by and between OrCAD and certain directors,
officers and employees of Summit and by and between Summit and certain
directors, officers and employees of OrCAD (collectively, the "Confidentiality
Agreements") remain in full force and effect, and (iii) the mutual release
contained in Section 2 of this Agreement shall not be applicable or enforceable
with respect to any Claims resulting from, relating to or in connection with the
Non-Disclosure Agreement or the Confidentiality Agreements.
4. FEES AND EXPENSES. Summit and OrCAD each hereby agree that all fees
and expenses incurred in connection with the Reorganization Agreement, as well
as the termination thereof, shall be paid by the party incurring such expenses;
provided, however, that consistent with Section 7.3 of the Reorganization
Agreement, Summit and OrCAD each hereby agree that they shall share equally all
fees and expenses, other than attorneys' and accountants' fees and expenses,
incurred in relation to the printing and filing (with the SEC) of the
Registration Statement on Form S-4 (including financial statements and exhibits)
and all amendments thereto.
5. PUBLIC DISCLOSURE. Summit and OrCAD each hereby agree to consult with
the other and agree upon the text of press releases to be issued by Summit and
OrCAD, respectively, announcing the execution of this Agreement. Summit and
OrCAD each hereby agree to consult with each other before issuing any other
press release or otherwise making any public statement with respect to the
Merger, the Reorganization Agreement, the Registration Statement on Form S-4 or
the withdrawal thereof, or this Agreement, and will not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by law.
6. NONDISPARAGEMENT. In any and all public or private communications
regarding the Reorganization Agreement, the Merger and the termination of the
same, each party shall refrain from making any disparaging remarks about the
other party.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction of
any state or federal court within the City of Portland, Oregon, in connection
with any matter resulting from, relating to or in connection with this Agreement
or the matters contemplated herein, and waives and covenants not to assert or
plead any objection which they might otherwise have to such jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
SUMMIT DESIGN, INC. ORCAD, INC.
By: /s/ Larry J. Gerhard By: /s/ Michael F. Bosworth
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Print: Larry J. Gerhard Print: Michael F. Bosworth
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Title: President Title: President
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HOOD ACQUISITION CORP.
By: /s/ Larry J. Gerhard
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Print: Larry J. Gerhard
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Title: President
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