Exhibit 10.21


 


Innovative Micro Technology, Inc.


 


Termination
Agreement


 


This
Termination Agreement (this “Agreement”) is made and entered into
on January 25, 2005 by and between Innovative
Micro Technology, Inc., a Delaware
corporation (“IMT”), and L-3 Communications
Corporation, a Delaware corporation (“L-3”), with respect to the Supplemental
Agreement between IMT and L-3 dated as of March 15, 2004 (the “Supplemental
Agreement”) .


 


Recitals


 


A.                                   L-3 and IMT entered into the Supplemental
Agreement in connection with a loan by L-3 to IMT in the original principal amount
of $1,500,000, evidenced by a promissory note of the Company dated
March 15, 2004 (the “Note”).


 


B.                                     Pursuant to a Preferred Stock Purchase
Agreement dated as of the date hereof (the “Purchase Agreement”), between the
Company and the Investors listed on Schedule I thereto, the Company intends to
sell and the Investors intend to purchase equity securities of the Company (such
purchase and sale referred to as the “Transaction”).


 


C.                                     The Investors have agreed that a portion
of the proceeds of the Transaction may be used to repay the indebtedness
related to the Note, and have required, as a condition to their completion of
the Transaction, that the Supplemental Agreement be terminated.


 


D.                                    In order to induce the Investors to
complete the Transaction, L-3 has agreed the terminate
the Supplemental Agreement, subject to the terms and conditions set forth
below.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.                                       Termination.  Upon the second to occur of (i) the completion
of the sale of securities pursuant to the Purchase Agreement and (ii) the
payment of all outstanding amounts of principal and interest on the Note, the
Supplemental Agreement shall be terminated and of no further force or effect.


 


2.                                       Counterparts. This Agreement may be signed (including
by facsimile) in one or more counterpart signature pages, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.


 


3.                                       Authority.  Each person executing this Agreement on behalf
of a party to this Agreement hereby represents and warrants that it has authority
to execute this Agreement on


 


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behalf of such party and the terms, covenants
and obligations contained herein are binding upon such party, as the case may
be.


 


The next page is the signature
page.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Termination Agreement as of the date first
written above.


 


	
   

  	
  IMT

  
	
   

  	
   

  	
   

  
	
   

  	
  INNOVATIVE MICRO TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Altavilla

  	
   

  
	
   

  	
  Name:

  	
  Peter
  Altavilla

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  L-3

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  L-3 COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald Mandler

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  Mandler

  
	
   

  	
  Title:

  	
  Assistant
  General Counsel

  
					



 


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