**EXHIBIT10.2**

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**TERMINATIONAND PURCHASE AGREEMENT**

 

THIS TERMINATIONAND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as ofFebruary 4, 2002 by and between U–C Holdings, L.L.C., a Delaware limitedliability company (the “Purchaser”), CTN Media Group, Inc., a Delawarecorporation (the “Company”), and Daniel D. Davenport (“Executive”).  The Purchaser, the Company and Executive aresometimes referred to herein as the “Parties.”  Unless otherwise provided herein, capitalized terms shall have themeanings set forth in that certain Fifth Amended and Restated Limited LiabilityCompany of U–C Holdings, L.L.C. (as amended from time to time, the “LLCAgreement”), dated April 5, 2001, by and among the members of thePurchaser.

 

Effective as ofOctober 19, 2001 (the “Termination Date”), Executive’s employment by theCompany was terminated without cause, and the Parties have agreed to the termsset forth herein with respect to such termination.  The Company shall have no obligations to make payments to Executivehereunder prior to the Closing Date.

 

Executive holds595,374 Class A and B Investor Units of the Purchaser (collectively referred toas the “Executive Securities”).

 

In considerationof the mutual covenants and agreements made herein, and of the mutual benefitderived hereby, the Parties, intending to be legally bound, hereby agree asfollows:

 

**TERMINATION**

 

1.             Termination ofEmployment; Severance.

 

(a)           Effective as of the Termination Date,Executive will no longer be employed by the Company, and the Parties herebywaive the notice provisions set forth in that certain****Employment Agreement datedJuly 19, 1999, as amended on July 12, 2000, among the Company and Executive(the “Employment Agreement”).

 

(b)           Except (i) asrequired by law, (ii) as specifically provided in this Section 1,(iii) for the payment of earned but unpaid Base Salary (as defined in theEmployment Agreement) through the Termination Date, and (iv) payment of accruedbut unused vacation through the Termination Date (which Executive and theCompany acknowledge has already been paid), all of the Company’s obligationsunder the Employment Agreement (including, but not limited to, with respect tomaking payments or providing any other benefits) shall terminate automaticallyas of the Termination Date.

 

 

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(c)           Effective as of theClosing Date, Executive agrees that Sections 5 through 17 of the EmploymentAgreement (as amended by this paragraph, the “Surviving Provisions”)shall remain in full force and effect except that the term “Employment Period,”where used therein, shall be read as “Termination Period” (as defined below);provided, however, that the parties agree that the restrictive covenants setforth in Section 7 of the Employment Agreement shall terminate at the endof the Termination Period, except for the restrictions set forth in Section7(b)(i) and (ii) shall terminate six (6) months from the date of thisAgreement.  The Company also agrees thatthe restrictions set forth in Section 7(b)(i) and (ii) shall not apply to anyemployee whose employment with the Company has terminated, provided that suchemployee was not solicited by Executive prior to the termination of suchemployee’s employment with the Company. Executive agrees and acknowledges that, in the event of a breach by Executiveof Sections 5, 6 or 7 (as modified herein) of the Employment Agreement,Executive shall no longer be entitled to receive any benefits hereunder or anyamounts owing under the Company Note. Notwithstanding anything else in this Section 1 (c), if the Companyfails to make a payment pursuant to the Company Note (as defined below) on itsdue date or within 20 days thereafter at any time between the date of thisAgreement through April 30, 2002 (after taking into account a twenty (20) daycure period) the restrictive covenants relating to non-competition andnon-solicitation contained in Section 7(b)(i) and (ii) of the EmploymentAgreement shall thereby be terminated and from that period forward be of nofurther force or effect.

 

(d)           The Company shalltransfer ownership to Executive of the personal computer located in Executive’soffice at the time of termination.

 

(e)           “TerminationPeriod” means the period commencing on the Termination Date and ending onApril 30, 2003.

 

**PURCHASE OF EXECUTIVE SECURITIES**

 

2.             Purchase andSale of Executive Securities.

 

(a)           On the terms setforth herein, Executive hereby agrees to sell to the Purchaser, and thePurchaser hereby agrees to purchase from Executive, the Executive Securitiesfree and clear of all Encumbrances (as defined in Section 4(b)below) and all rights with respect thereto.

 

(b)           At the closing ofthe purchase and sale of the Executive Securities (the “Closing”), thePurchaser will purchase the Executive Securities for the considerationdescribed in Section 2(c) below (the “Purchase Price”);provided that, the Purchaser shall not be obligated to purchase the ExecutiveSecurities and Executive shall not be obligated to perform hereunder prior toreceipt of (collectively, the “Consents”) (i) the consent ofLaSalle Bank National Association to the transactions contemplated hereunder(including subordination language acceptable to LaSalle Bank NationalAssociation with respect to the Company Note, as defined in Section 2(c)below) (the “LaSalle Consent”), and (ii) the 

 

 

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approvalof the Dividend (as defined in Section 2(d) below), issuance of theCompany Note and other terms contemplated hereunder by the finance committee orother disinterested committee of the board of directors of the Company.

 

(c)           The Closing shalltake place at the Company’s offices contemporaneously with the execution ofthis Agreement (the date that the Closing occurs is referred to as the “ClosingDate”), or at such other place as may be mutually agreeable to the partieshereto.  At the Closing, the Purchasershall deliver to Executive the Purchase Price as follows: (i) theExecutive Notes (as defined below), in the aggregate principal amount of $476,415,together with all accrued but unpaid interest thereon, marked as canceled,(ii)  the transfer and assignment to Executive of a subordinatedpromissory note issued by the Company to the Purchaser (the “Company Note”)in the aggregate principal amount of $110,000, which note shall be in the formand substance set forth on Exhibit A attached hereto. Effectivesimultaneously with the Closing, the Unit Pledge Agreement dated as of February1, 2000, between the Purchaser and Executive shall be deemed to beterminated.  “Executive Notes”means the four outstanding notes payable by Executive to the Purchaser in theoriginal principal amount of $180,834, $47,620, $94,352 and $153,609,respectively, each dated as of February 1, 2000.

 

(d)           Immediately prior tothe Closing, the Company’s board of directors shall declare a dividend (the “Dividend”)in the aggregate amount of $110,000 on its outstanding Series AConvertible Preferred Stock (pro rata based on the amount of accumulated butunpaid dividends thereon).  Payment ofsuch dividend shall be satisfied by the issuance by the Company of the CompanyNote to the Purchaser.

 

(e)           Executive acknowledges that he hashad an opportunity to ask questions and receive answers concerning the termsand conditions of the sale of, and the value of, the Executive Securities, andhas had full access to such financial or other information concerning theCompany and the Purchaser as he has requested. Neither the Company nor the Purchaser makes any representation orwarranty regarding the value of the Executive Securities.

 

 

**MUTUAL RELEASES**

 

3.             Mutual Releases.

 

(a)           In consideration of the payments andcovenants of the Purchaser set forth herein, Executive (on behalf of himselfand his respective heirs, assigns or executors) hereby releases the Purchaser,the Company, and their respective predecessors, successors and assigns, andtheir respective present and former direct or indirect affiliates,shareholders, subsidiaries, officers, directors, partners, members, managers,employees, agents and attorneys (collectively, the “Releasees”) from anyand all claims, actions, lawsuits, obligations, agreements, contracts,commitments and liabilities which exist or may exist of 

 

 

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any kind whatsoever,whether known or unknown (collectively, “Claims”), which Executive(including any heirs, assigns or executors) now has or may in the future haveagainst any of the Releasees which relate in any way to Executive’s employmentwith the Company, Executive’s ownership of the Executive Securities orotherwise relate to Executive’s association with any of the Releasees; providedthat “Claims” shall not include, and this Section 3(a) shall not bedeemed a release of, any obligations of the Purchaser or the Company expresslyset forth in this Agreement or in the Company Note. Notwithstanding theforegoing, Executive shall be entitled to the benefits of the indemnityprovided by the LLC Agreement and the Company’s certificate of incorporation orbylaws as of the date hereof, and any subsequent changes to the certificate ofincorporation or bylaws enlarging or reducing the indemnity granted toExecutive shall not affect the rights of Executive existing as of the datehereof.

 

(b)           In consideration ofthe covenants of Executive set forth herein, the Purchaser and the Company eachhereby releases Executive and his respective heirs, successors or executors,from any and all Claims which the Purchaser and/or the Company (including theirsuccessors and assigns) (also referred to as “Releasees”) now has or mayin the future have against Executive which relate in any way to Executive’semployment with the Company, Executive’s ownership of the Executive Securities,or otherwise relate to Executive’s association with any of the Company or thePurchaser; provided that “Claims” shall not include, and this Section 3(b)shall not be deemed a release of, any obligations of Executive expressly setforth in this Agreement or the Surviving Provisions of the Employment Agreement(as amended hereby).

 

(c)           By entering intothis Agreement, each of the Parties intends that it shall be effective as a barto each and every one of the Claims hereinabove mentioned or implied. Each ofthe Parties expressly consents that this Agreement shall be given full forceand effect according to each and all of its express terms and provisions,including those relating to unknown and unsuspected Claims.  Each of the Parties acknowledges and agreesthat the provisions hereof are reasonable in context and scope and that thiswaiver is an essential and material term of this Agreement and without suchwaiver the Parties would not have made the promises described in thisAgreement.

 

(d)           Each of the Partiesfurther agrees that in the event such Party brings its own Claim in which itseeks damages against the Releasees or in the event such Party seeks to recoveragainst any other Party or any of the Releasees in any Claim brought by agovernmental agency on such person’s behalf, the releases set forth in thisAgreement shall serve as a complete defense to such Claims.

 

(e)           Executiveacknowledges that the Company has provided Executive at least twenty-one (21)days to decide whether to execute this Agreement.  Executive hereby agrees and acknowledges that the Company shallhave no obligations to make payments to him hereunder prior to the ClosingDate.

 

 

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**REPRESENTATIONSAND WARRANTIES**

 

4.             Representationsand Warranties of Executive. Executive represents and warrants to the Purchaser as follows:

 

(a)           Authorization.  Executive has the power and capacity toexecute and deliver this Agreement, to perform fully his obligations hereunderand to consummate the actions contemplated hereby.  Executive has duly executed and delivered this Agreement and thisAgreement is a legal, valid and binding obligation of Executive, enforceableagainst Executive in accordance with its terms, except as such enforceabilitymay be limited by (a) applicable insolvency, bankruptcy, reorganization,moratorium or other similar laws affecting creditors’ rights generally and (b)applicable equitable principles (whether considered in a proceeding at law orin equity).

 

(b)           Ownership of theExecutive Securities.  All of theExecutive Securities are owned of record and beneficially by Executive, andExecutive has good and marketable title to such Executive Securities, free andclear of any security interests, claims, liens, options, pledges, charges,encumbrances, voting trusts, proxies or other restrictions of any kindwhatsoever (“Encumbrances”), other than Encumbrances created hereunderor under the Unit Pledge Agreement. Executive shall transfer to the Purchaser good and marketable title tothe Executive Securities.

 

(c)           Executive’sUnderstanding; Instruction to Consult Counsel.  Executive acknowledges that he understands the contents of thisAgreement, that he is competent to enter into this Agreement and that he hadbeen advised to consult, and has consulted, with an attorney concerning thisAgreement, and that his signature has not been obtained by duress.

 

(d)           Return ofConfidential Information, Etc.  Inaccordance with Section 5 of the Employment Agreement, Executive shalldeliver on or prior to the Termination Date to the Company all memoranda,notes, plans, records, reports, computer tapes, printouts and software andother documents (and copies thereof) relating to Confidential Information, WorkProduct (as such terms are defined in the Employment Agreement) or the businessof the Purchaser, the Company or any Subsidiary which he possesses or has underhis control.

 

5.             Representationand Warranty of the Company and the Purchaser.  Each of the Company and the Purchaser represents and warrants toExecutive that the Company and the Purchaser have the power and authority toexecute and deliver this Agreement and the exhibits attached hereto, to performfully their obligations hereunder and to consummate the actions contemplatedhereby. Each of the Company and the Purchaser has duly executed and deliveredthis Agreement and this Agreement is a legal, valid and binding obligation ofthe Company and the Purchaser enforceable against the Company and the Purchaserin accordance with its terms, except as such enforceability may be limited by(a) applicable insolvency, bankruptcy, reorganization, moratorium or othersimilar laws affecting creditors’ rights generally and (b) applicableequitable principles (whether considered in a proceeding at law or in equity).

 

 

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**MISCELLANEOUS**

 

6.             Nondisparagement.  Each Party agrees that it will not makenegative or disparaging comments regarding each other, except as may berequired under law.

 

7.             Survival ofRepresentations and Warranties.  Allrepresentations and warranties contained herein shall survive the execution anddelivery of this Agreement and the transfer of the Executive Securitieshereunder.

 

8.             Governing Law.  The corporate law of the State of Delawarewill govern all questions concerning the relative rights of the Purchaser andits unit holders. All other questions concerning the construction, validity andinterpretation of this Agreement will be governed by and construed inaccordance with the internal laws of the State of Delaware, without givingeffect to any choice of law or conflict of law provision or rule (whether ofthe State of Delaware or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Delaware.

 

9.             FurtherAssurances; Assistance and Cooperation. After the Closing, as and when requested by a Party, the other Partiesshall, without further consideration, execute and deliver all such instrumentsof conveyance and transfer and shall take such further actions as may bereasonably necessary in order to confirm the transfer of the ExecutiveSecurities to the Purchaser (as applicable) and the other matters providedherein.  Further, Executive agrees toreasonably assist and cooperate with the Company and the Purchaser and theirattorneys and advisors in connection with any litigation, arbitration or otherproceeding involving the Company, the Purchaser or any of the Releasees(including, without limitation, all currently pending litigation); providedthat the Company shall reimburse Executive for any reasonable travel or otherincidental out-of-pocket expenses incurred by Executive in connection with theprovision of such assistance subject to prior approval by the Company of theincurrence of such expenses.

 

10.           CompleteAgreement.  This Agreementconstitutes the entire agreement between the Parties hereto regarding thesubject matter of this Agreement and supersedes and preempts any priorunderstandings, agreements or representations, written or oral, which may haverelated to the subject matter hereof.

 

11.           Headings.  The headings used in this Agreement are forthe purpose of reference only and will not affect the meaning or interpretationof any provision of this Agreement.

 

12.           Counterparts.  The Parties may execute this Agreement inseparate counterparts (no one of which need contain the signatures of allParties), each of which will be an original and all of which together willconstitute one and the same instrument.

 

13.           Remedies.  Each of the Parties will be entitled toenforce its rights under this Agreement specifically, to recover damages andcosts (including attorney’s fees) caused by any breach of any provision of thisAgreement, and to exercise all other rights existing in its favor.  The 

 

 

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Parties agree andacknowledge that money damages may not be an adequate remedy for any breach ofthe provisions of this Agreement and that any Party  may in its sole discretion apply to any court of law or equity ofcompetent jurisdiction (without posting any bond or deposit) for specific performanceand/or other injunctive relief in order to enforce or prevent any violations ofthe provisions of this Agreement and/or the Surviving Provisions of theEmployment Agreement.

 

14.           Arbitration.  Except as set forth in Section 13,any controversy or claim arising out of or relating to this Agreement shall besettled exclusively by final and binding arbitration in accordance with therules of the American Arbitration Association and shall take place in Delawareor Georgia. Judgment upon the arbitration award may be enforced in any courthaving jurisdiction thereover. The Party against whom any proceeding hereunderis finally resolved shall bear the costs of (a) each Party’s respectiveattorneys, witnesses and experts in connection with such arbitration and (b)the arbitrator.

 

15.           Successors andAssigns.  This Agreement shall bindand inure to the benefit of and be enforceable by each of the Parties and theirrespective successors, heirs, executors and assigns.

 

16.           No Admission.  This Agreement, and any negotiations ordiscussions connected with it, shall not, in any event or respect, constituteor be construed as, or be deemed to be evidence of, an admission of, orconcession of, any wrongdoing by any Party. The Parties acknowledge, understand and agree that the fact of, termsof, and negotiations and discussions leading up to this Agreement are coveredby Federal Rule of Evidence 408, and any state law equivalents, as offers ofcompromise, and thus are not evidence and may not be used or referred to in anylitigation, except to enforce this Agreement and its terms.

 

17.           No StrictConstruction.  The language used inthis Agreement shall be deemed to be the language chosen by the Parties toexpress their mutual intent, and no rule of strict construction shall beapplied against any Party.

 

18.           Press Release.  Any press release or public announcementregarding this Agreement or the termination of Executive’s employment shall bein a form mutually acceptable to the Parties, except as required by law.

 

19.           Severability.  Should any provision of this Agreementadjudged to any extent invalid by any court or tribunal of competentjurisdiction or arbitrator, each provision shall be deemed modified to theminimum extent necessary to render it enforceable.

 

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IN WITNESSWHEREOF, the Parties hereto have executed this Agreement on the day and yearfirst above written.

 

 

|   | /s/ Daniel D. Davenport                  |
|--------|------------------------------------------|
|   | **Daniel D. Davenport**                  |
|   |                                     |   |
|   |                                     |   |
|   | **U-C HOLDING, L.L.C.**                  |
|   |                                     |   |
|   | By: WILLIS STEIN &  PARTNERS, L.P.   |
|   | Its: Managing Member                     |
|   |                                     |   |
|   | By: Willis Stein &  Partners, L.L.C. |
|   | Its: General Partner                     |
|   |                                     |   |
|   | By:                                      | /s/ Avy H. Stein |
|   | Name:                                    | Avy H. Stein |
|   | Its:                                     | Managing Director |
|   |                                     |   |
|   |                                     |   |
|   | **CTN MEDIA GROUP, INC.**                |
|   |                                     |   |
|   | By:                                      | /s/ Neil H. Dickson |
|   | Name:                                    | Neil H. Dickson |
|   | Its:                                     | Chief Operating Officer |

 

 

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