Exhibit (d)(4)
TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENT
This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “ Agreement ”), by and among
Buyer, ICx Technologies, Inc., a Delaware corporation (the “ Company ”), and Wexford Capital LP, a Delaware limited
partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“ Wexford ”)
WHEREAS, as of the date hereof, the Company and Wexford are parties to an Administrative Services Agreement, dated
as of October 1, 2005, as amended as of October 1, 2006 (as amended, the “ Services Agreement ”);
WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger (the “ Merger Agreement ”)
dated as of the date hereof by and among FLIR Systems, Inc., an Oregon corporation (“ Parent ”), Indicator Merger Sub, Inc., a
Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), and the Company, Parent and Merger Sub have
requested that Wexford, and in order to induce Parent and Merger Sub to enter into the Merger Agreement, Wexford has agreed
to, enter into this Agreement;
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party
hereto, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Agreement to Terminate . Notwithstanding any other provision of the Services Agreement to the contrary, the parties
hereby agree that upon the Effective Time (a) other than as set forth below, the Services Agreement shall automatically
terminate in all respects (without any further action on the part of any party hereto) and shall be of no further force or
effect except as set forth in this Agreement and (b) any requirement for notice with respect to the termination of the
Services Agreement is hereb