Release Agreement between Gerald Gorman and EasyLink Services Corporation (December 23, 2004)

Summary

This agreement is a release made by Gerald Gorman in favor of EasyLink Services Corporation, related to the execution of a Domain Portfolio Purchase Agreement. Gorman agrees to release EasyLink and its affiliates from any claims he may have against them up to the date of this agreement, except for claims related to his employment or certain agreements executed on the same date, including indemnification as a director or officer. The release is given voluntarily and covers a wide range of potential claims.

EX-10.5 6 b403173_ex10-5.txt GORMAN RELEASE EXHIBIT 10.5 THIS RELEASE (the "Release") is made and delivered this 23rd day of December, 2004 by Gerald Gorman, an individual with an address of 415 Bernardsville Road, Mendham, New Jersey 07945 (hereinafter "Gorman") in favor of EasyLink Services Corporation, a Delaware corporation with its principal place of business at 33 Knightsbridge Road, Piscataway, New Jersey 08854 (hereinafter "EasyLink") in connection with the execution this even date herewith of that certain Domain Portfolio Purchase Agreement. IN CONSIDERATION of the terms and conditions of the Domain Portfolio Purchase Agreement executed this even date herewith by and among EasyLink, Gorman, and NJ Domains, LLC, a New Jersey limited liability company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, 1. Gorman acknowledges and agrees that, in granting the releases below, he is acting of his own free will, voluntarily and on behalf of himself, his heirs, administrators, executors, successors and assigns. 2. Gorman hereby releases EasyLink and its subsidiaries, affiliates, directors, officers, employees, and agents, and each of them, from any and all Claims (as hereinafter defined but expressly excluding Claims arising from Gorman's employment by EasyLink), arising from the beginning of time until the date of this Agreement, expressly excluding however any Claims which may arise under: a. Any agreement executed this even date herewith; and b. Any agreement providing for the indemnification of Gorman as a director or officer of EasyLink, whether such agreement is found in EasyLink's Amended and Restated Certificate of Incorporation, EasyLink's bylaws, or an agreement between Gorman and EasyLink concerning such indemnification. For purposes of this Release, "Claims" shall mean debts, obligations, claims, demands, judgments, or causes of action of any kind whatsoever, in tort, contract, by statute, or on any other basis, for compensatory, punitive, or other damages, expenses, reimbursements, or costs of any kind. WITNESS GERALD GORMAN /s/Jennifer Saal /s/Gerald Gorman - ----------------------------- ------------------------------ Name: Jennifer Saal Gerald Gorman