BETWEEN ANY DISTRIBUTOR OF BLOCKADE, TO THE EXTENT SUCH
AGREEMENTS RELATE TO THE SOFTWARE.
3.9
BLOCKADE HEREBY AGREES TO TERMINATE THE SOURCE CODE ESCROW AGREEMENT
PROMPTLY (AND IN ANY EVENT WITHIN 10 DAYS) AFTER THE DATE HEREOF.
3.10 PROGINET HEREBY AGREES THAT UNTIL PAYMENT IN FULL OF ALL AMOUNTS UNDER
SECTION 5.1, IT SHALL NOT AMEND THE CUSTOMER AGREEMENTS TO MATERIALLY DIMINISH
THE VALUE OF SUCH CUSTOMER AGREEMENTS.
6
3.11 BLOCKADE REPRESENTS THAT THE PROSPECTS LIST PRESENTED AS SCHEDULE 3.11 IS A
CURRENT, COMPLETE AND REASONABLE REPRESENTATION OF CUSTOMER PROSPECTS CURRENTLY
CONSIDERING LICENSING SOFTWARE, PURCHASING TOKENS, OR PROFESSIONAL SERVICES FROM
BLOCKADE.
4.
STAFFING
4.1
AT THE TIME OF THE TRANSACTION, BLOCKADE WILL TRANSITION TO PROGINET SIX
(6) EMPLOYEES. BLOCKADE WILL NOT PROVIDE SEVERANCE FOR TRANSITIONED EMPLOYEES.
SEE SCHEDULE 4.1(A) FOR LIST OF EMPLOYEES TO BE CONSIDERED FOR POSITIONS AT
PROGINET.
UNTIL THE SIX EMPLOYEES ARE HIRED BY PROGINET, PROGINET WILL DEPOSIT
$75,000 CANADIAN WITH THE ESCROW AGENT, TO BE RELEASED BY ESCROW AGENT TO
PROGINET UPON PROGINET'S PROVIDING COPIES OF SIGNED ACCEPTANCE LETTERS FROM SIX
BLOCKADE EMPLOYEES WHO HAVE BEEN HIRED.
4.2
THE EMPLOYEES TO BE OFFERED EMPLOYMENT BY PROGINET MUST MEET ALL
REQUIREMENTS FOR EMPLOYMENT AT PROGINET, HOWEVER, BLOCKADE IS NOT RESPONSIBLE
FOR ENSURING THAT THESE REQUIREMENTS ARE MET.
BENEFITS AVAILABLE TO EXISTING
PROGINET EMPLOYEES WILL BE MADE AVAILABLE TO SUCH NEW EMPLOYEES.
ALL PREVIOUS
BENEFITS PROVIDED BY BLOCKADE WILL EXPIRE UPON THEIR LAST DAY OF EMPLOYMENT AT
BLOCKADE, OR THE EFFECTIVE DATE, INCLUDING BENEFITS RELATED TO THE BLOCKADE
STOCK OPTION PLAN OR ANY OTHER BENEFITS.
BLOCKADE IS RESPONSIBLE TO SATISFY ALL
ITS OBLIGATIONS TO SUCH PRIOR EMPLOYEES AND IS RESPONSIBLE FOR COMPLIANCE WITH
ALL CANADIAN LAW IN THEIR TREATMENT OF SUCH EMPLOYEES.
4.3
PROGINET WILL ALLOW EMPLOYEES HIRED WHO HAD BEEN EMPLOYED BY BLOCKADE, TO
COMPILE INFORMATION FOR THE FILING AND SUBMISSION OF THE 2004 SRED CLAIMS, AS
NECESSARY.
THE ACTUAL FILING OF ALL FORMS MUST BE DONE BY BLOCKADE.
ALL SUCH
WORK RELATED TO SUCH FILING MUST BE PERFORMED PRIOR TO JUNE 30, 2005.
4.4
APART FROM THE COMMITMENTS SET OUT IN THIS SECTION 4, PROGINET SHALL HAVE
NO RESPONSIBILITIES FOR OR OBLIGATIONS TO ANY OTHER BLOCKADE EMPLOYEES.
BLOCKADE SHALL HAVE SOLE RESPONSIBILITY FOR SATISFYING ALL TERMINATION
OBLIGATIONS TO ITS EMPLOYEES IN ACCORDANCE WITH ONTARIO LAW.
5.
CONSIDERATION
PROGINET, IN CONSIDERATION OF THE ASSIGNMENT BY BLOCKADE, THE PERFORMANCE BY
BLOCKADE OF EACH OF ITS UNDERTAKINGS HEREUNDER OR IN CONNECTION HEREWITH
INCLUDING, THE TRANSITION PLAN (SPECIFIED IN SCHEDULE 2.1.36) AND THE CUSTOMER
RELATIONS PLAN (SPECIFIED IN SCHEDULE 16.1.1), AGREES TO PAY THE "PURCHASE
PRICE" TO BLOCKADE (OR TO A THIRD PARTY AS DIRECTED BY BLOCKADE) PURSUANT TO
SECTION 6 THE AMOUNT AS SPECIFIED HEREIN.
5.1
FIXED COMPENSATION
5.1.1
THE AMOUNT EQUAL TO 1.2 TIMES THE
"MAINTENANCE REVENUES" PRODUCED IN FISCAL YEAR 2004 (ENDED SEPTEMBER 30, 2004)
AS ADJUSTED AND PRESENTED ON SCHEDULE 5.1.1.
5.1.2
THE AMOUNT EQUAL TO 1.5 TIMES THE
"SOFTWARE REVENUES" FOR NEW LICENSES PRODUCED IN FISCAL YEAR 2004 (ENDED
SEPTEMBER 30, 2004) AS ADJUSTED