Printrak International Inc Sample Contracts

Printrak International Inc – FIRST AMENDED AND RESTATED LOAN AGREEMENT (February 14th, 2000)

EXHIBIT 10.1 FIRST AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered into as of December 15, 1999 by and between Printrak International, Inc., a Delaware corporation ("Borrower") and UNION BANK OF CALIFORNIA, N.A., ("Bank"). This Agreement amends and restates in its entirety that certain amended and restated loan agreement dated July 31, 1998 between Bank and Borrower. SECTION 1. THE LOAN 1.1.1 THE REVOLVING LOAN. Bank will loan to Borrower an amount not to exceed Twenty Five Million Dollars ($25,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note. All borrowings of the Revolving Loan must be made before January 2, 2001, at which time

Printrak International Inc – SECURED PROMISSORY NOTE (February 14th, 2000)

EXHIBIT 10.2 GILES LOAN DOCUMENT SECURED PROMISSORY NOTE $100,000 OCTOBER 15, 1999 ANAHEIM, CALIFORNIA FOR VALUE RECEIVED, receipt of which is hereby acknowledged, the undersigned Richard M. Giles, Trustee of the Giles Living Trust UDT dated December 17, 1993 (the "Borrower") promises to pay to the order of Printrak International INc., a Delaware corporation (the "Company"), in lawful money of the United States of America, the principal sum of One Hundred Thousand Dollars ($100,000). 1. PRINCIPAL AND INTEREST. The principal balance of the Note together with interest accrued and unpaid to date shall be due and payable on or before April 15, 2001. 2. RATE OF INTEREST. Interest shall accrue under the Note on any unpaid princi

Printrak International Inc – SOURCE CODE LICENSE AGREEMENT (November 15th, 1999)

SOURCE CODE LICENSE AGREEMENT This Agreement is entered into this 29th day of June, 1999 by and between DMSC INC., a Florida corporation with its principal place of business at 815 Eyrie Drive, Suite 1C, Oviedo, FL, 32765 (hereinafter "DMSC") and PRINTRAK INTERNATIONAL INC., a Delaware corporation with its principal place of business at 1250 North Tustin Avenue, Anaheim, CA 92807 (hereinafter "PRINTRAK"), (collectively hereinafter the "Parties"). WHEREAS, DMSC is engaged in the business of: (1) manufacturing and selling copyrighted computer software programs known as BaseInfo (hereinafter "BaseInfo" or "BI"), BaseInfo AVL Server, and VehicleInfo, (hereinafter "VehicleInfo" or "VI"), collectively referred to as the DMSC Products; and (2) other related business activities; and WHEREAS, PRINTRAK is engaged in the business of: (1) selling turnkey hardware/software solutions for CAD systems; and (2) performing related activities which may

Printrak International Inc – 1996 STOCK INCENTIVE PLAN (September 2nd, 1999)

EXHIBIT 4.1 PRINTRAK INTERNATIONAL, INC. SECOND AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN The 1996 STOCK INCENTIVE PLAN (the "Plan") was established and adopted in April 1996 (the "Effective Date") by Printrak International Inc., a Delaware corporation (the "Company") and is hereby amended and restated as of August 25, 1999 (the "Amendment Date"). ARTICLE 1. PURPOSES OF THE PLAN PURPOSES. The purposes of the Plan are (a) to enhance the Company's ability to attract and retain the services of qualified employees, officers and directors (including non-employee officers and directors), and consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company's business largely depends, and (b) to p

Printrak International Inc – SECURED PROMISSORY NOTE (June 29th, 1999)

EXHIBIT 10.11 SECURED PROMISSORY NOTE $600,000 APRIL 14, 1999 ANAHEIM, CALIFORNIA FOR VALUE RECEIVED, receipt of which is hereby acknowledged, the undersigned Richard M. Giles, Trustee of the Giles Living Trust UDT dated December 17, 1993 (the "Borrower") promises to pay to the order of Printrak International Inc., a Delaware corporation (the "Company"), in lawful money of the United States of America, the principal sum of Six Hundred Thousand Dollars ($600,000). 1. PRINCIPAL AND INTEREST. The principal balance of the Note together with interest accrued and unpaid to date shall be due and payable on or before April 14, 2001. 2. RATE OF INTEREST. Interest shall accrue under the Note on any unpaid principal balance at a rate per annum equal to the lesse

Printrak International Inc – STOCK PLEDGE AGREEMENT (June 29th, 1999)

EXHIBIT 10.12 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement") is entered into this 14th of April 1999 by and between Printrak International Inc., a Delaware corporation (the "Company") and Richard M. Giles, Trustee of the Giles Living Trust UDT dated December 17, 1993 (the "Stockholder"). RECITALS A. Concurrently with the execution and delivery of this Agreement, the Stockholder has executed and delivered a Secured Promissory Note in the original principal amount of Six Hundred Thousand Dollars ($600,000.00) (the "Note"). B. The Company and the Stockholder desire to secure performance of Stockholder's obligations and indebtedness under the Note. AGREEMENT NOW THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions and releases contained

Printrak International Inc – PROMISSORY NOTE (June 29th, 1999)

EXHIBIT 10.22 UNION BANK OF CALIFORNIA PROMISSORY NOTE (BASE RATE) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Borrower Name PRINTRAK INTERNATIONAL INC. ------------------------------------------------------------------------------- Borrower Address Office 45061 Loan Number 7144705187 0081-00-0-000 1250 NORTH TUSTIN AVE. --------------------------------------------------- ANAHEIM, CA 92807 Maturity Date January 4, 2000 Amount $15,000,000.00 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- $15,000,000.00 Date NOVEMBER 2, 1998 --------------

Printrak International Inc – INDUSTRIAL LEASE (February 16th, 1999)

INDUSTRIAL LEASE (SINGLE TENANT; NET) BETWEEN THE IRVINE COMPANY AND PRINTRAK INTERNATIONAL, INC. INDEX TO INDUSTRIAL LEASE (Single Tenant; Net) ARTICLE I. BASIC LEASE PROVISIONS ARTICLE II. PREMISES Section 2.1 Leased Premises Section 2.2 Acceptance of Premises Section 2.3 Building Name and Address ARTICLE III. TERM Section 3.1 General Section 3.2 Delay in Possession ARTICLE IV. RENT AND OPERATING EXPENSES Section 4.1 Basic Rent Section 4.2 Operating Expenses Section 4.3 Security Deposit ARTICLE V. USES Section 5.1 Use Section 5.2 Signs Section 5.3 Hazardous Materials ARTICLE VI. COMMON ARE

Printrak International Inc – PROMISSORY NOTE (November 16th, 1998)

UNION BANK OF CALIFORNIA PROMISSORY NOTE (BASE RATE) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Borrower Name PRINTRAK INTERNATIONAL INC. -------------------------------------------------------------------------------- Borrower Address Office 45061 Loan Number 7144705187 0081-00-0-000 1250 NORTH TUSTIN AVE. ------------------------------------------------------- ANAHEIM, CA 92807 Maturity Date JANUARY 4, 2000 Amount $15,000,000.00 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- $15,000,000.00 Date NOVEMBER 2, 1998 -------------- ----------------- FOR VALUE RECE

Printrak International Inc – AMENDED AND RESTATED LOAN AGREEMENT (August 14th, 1998)

AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered into as of this 31st day of July, 1998 by and between Printrak International inc. a Delaware corporation and UNION BANK OF CALIFORNIA, N.A., ("Bank"). This Agreement amends and restates in its entirety that certain Loan Agreement dated August 12, 1996. SECTION 1. THE LOAN 1.1.1 The Revolving Loan. Bank will loan to Borrower an amount not to exceed Fifteen Million Dollars ($15,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note. All borrowings of the Revolving Loan must be made before August 2, 1999 at which time all unpaid principal and interest of the Revolving Loan shall be due and payable. The Revolving Loan shall be evidenced by a promissory note (the "R

Printrak International Inc – PROMISSORY NOTE (August 14th, 1998)

UNION BANK OF CALIF0RNIA PROMISSORY NOTE (BASE RATE) -------------------------------------------------------------------------------------------------------------- Borrower Name PRINTRAK INTERNATIONAL INC. -------------------------------------------------------------------------------------------------------------- Borrower Address Office 45061 Loan Number 7l447051 87 0082-00-0-000 1250 NORTH TUSTIN AVE. ANAHEIM, CA 92807 Maturity Date FEBRUARY 1, 2001 Amount $4,000,000.00 -------------------------------------------------------------------------------------------------------------- $4,000,000.00 Date JULY 31, 1998 FOR VALUE RECEIVED, on FEBRUARY 1, 2001, the undersigned ("Debtor") promises

Printrak International Inc – PROMISSORY NOTE (August 14th, 1998)

UNION BANK OF CALIF0RNIA PROMISSORY NOTE (BASE RATE) -------------------------------------------------------------------------------------------------------------- Borrower Name PRINTRAK INTERNATIONAL INC. -------------------------------------------------------------------------------------------------------------- Borrower Address Office 45061 Loan Number 7l447051 87 0081-00-0-000 1250 NORTH TUSTIN AVE. ANAHEIM, CA 92807 Maturity Date AUGUST 2, 1999 Amount $15,000,000.00 -------------------------------------------------------------------------------------------------------------- $15,000,000.00 Date JULY 31, 1998 FOR VALUE RECEIVED, on AUGUST 2, 1999, the undersigned ("Debtor") promises t

Printrak International Inc – FIRST AMENDMENT TO LEASE (July 14th, 1998)

FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (the "First Amendment") is entered into effective as of April 1, 1998 by and between KILROY REALTY, L.P, a Delaware limited partnership ("Landlord") and PRINTRAK INTERNATIONAL INCORPORATED, a California corporation ("Tenant") with respect to the following facts: REALTY A. Landlord is under contract to purchase certain real property commonly known as 1250 North Tustin Avenue, Anaheim, California (the "Premises") from RICOL, LLC, a California limited liability company ("RICOL"). Tenant is the tenant of the Premises pursuant to the certain written Commercial Lease, dated May 12, 1995, by and between RICOL and Tenant (the "Lease"). B. Subject to Landlord's acquisition of title to the Premises, Landlord and Tenant desire to amend the Lease upon the terms and conditions set forth herein. AGREEMENT NOW, THE

Printrak International Inc – NONQUALIFIED STOCK OPTION AGREEMENT (February 27th, 1998)

EXHIBIT 4.2 PRINTRAK INTERNATIONAL INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement") is entered into as of December 8, 1997, by and between Printrak International Inc., a Delaware corporation (the "Company") and Alfred B. Castleman (the "Optionee") pursuant to a special approval by the Company's Board of Directors on December 5, 1997. 1. GRANT OF OPTION. The Company hereby grants to Optionee an option (the "Option") to purchase all or any portion of a total of 60,000 shares (the "Shares") of the Common Stock of the Company at a purchase price of $10.625 per share (the "Exercise Price"), subject to the terms and conditions set forth herein. This Option shall constitute a nonqualified stock option. 2. VESTING OF OPTION. The right to exercise this Option shall vest in quarterly

Printrak International Inc – 1996 STOCK INCENTIVE PLAN (February 27th, 1998)

EXHIBIT 4.1 PRINTRAK INTERNATIONAL, INC. FIRST AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN The 1996 STOCK INCENTIVE PLAN (the "Plan") was established and adopted in April 1996 (the "Effective Date") by Printrak International Inc., a Delaware corporation (the "Company") and is hereby amended and restated as of January 29, 1997 (the "Amendment Date"). 1. PURPOSES OF THE PLAN 1.1 PURPOSES. The purposes of the Plan are (a) to enhance the Company's ability to attract and retain the services of qualified employees, officers and directors (including non-employee officers and directors), and consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company's business largely depends, and (b) to provid

Printrak International Inc – NONQUALIFIED STOCK OPTION AGREEMENT (December 19th, 1997)

PRINTRAK INTERNATIONAL INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualifed Stock Option Agreement (the "Agreement") is entered into as of December 8, 1997, by and between Printrak International Inc., a Delaware corporation (the "Company") and Alfred B. Castleman (the "Optionee") pursuant to a special approval by the Company's Board of Directors on December 5, 1997. 1. GRANT OF OPTION. The Company hereby grants to Optionee an option (the "Option") to purchase all or any portion of a total of 60,000 shares (the "Shares") of the Common Stock of the Company at a purchase price of $10.625 per share (the "Exercise Price"), subject to the terms and conditions set forth herein. This Option shall constitute a nonqualified stock option. 2. VESTING OF OPTION. The right to exercise this Option shall vest in quarterly installments, and this Option shall be exercisable from time to time in whole or in part as to

Printrak International Inc – EMPLOYMENT AGREEMENT (December 19th, 1997)

EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into this 8th day of December, 1997 by and between PRINTRAK INTERNATIONAL INC. (the "Company") and ALFRED B. CASTLEMAN ("Employee"). 1. EMPLOYMENT: Employee shall be employed as Vice President, Finance and Chief Financial Officer of the Company, or such other position as may be designated from time to time by the Board of Directors, and shall faithfully and diligently perform all duties and responsibilities required of such position or assigned by the Company from time to time. In addition, Employee shall serve as a member of the Company's Board of Directors for a term extending at least until the Company's next Annual Meeting of Shareholders or so long as he holds the titles stated herein. 2. TERM: This Agreement and Employee's employment shall be for a term of two (2) years commencing on the date hereof and expiring on December 8, 1999, but may be

Printrak International Inc – AMENDMENT TO LEASE (December 19th, 1997)

AMENDMENT TO LEASE I. PARTIES AND DATE. This Amendment to Lease ("Amendment") dated November 12, 1997, is by and between BARRY B. WHITE ("Lessor"), and TFP INC., a South Carolina corporation ("Lessee"). II. RECITALS. Lessor and Lessee entered into that certain Lease Agreement dated as of July 23, 1996 ("Lease"), for the premises ("Premises") commonly known as 110 Frederick Street, Greenville, South Carolina, as more particularly described in the Lease. Landlord and Tenant desire to modify the Lease in the manner provided in the next section as "Modifications," which modifications shall be deemed effective on the date of this Amendment as indicated above. III. MODIFICATIONS. Lessor and Lessee hereby agree that the Lease shall be modified and/or supplemented as follows: A. TERM . Section 2 of the Lease is hereby modified to provide that Lessee shall have the right to terminate the Lease at any time upon giving notice

Printrak International Inc – TFP INC. STOCK OPTION PLAN (October 20th, 1997)

EXHIBIT 4.1 TFP INC. STOCK OPTION PLAN ARTICLE 1. GENERAL 1.1 ESTABLISHMENT AND PURPOSE. There is hereby established the TFP Inc. Stock Option Plan (the "Plan") which provides for the granting of options ("Options") to purchase shares of no par value common stock ("Common Stock") of TFP Inc. (the "Company"). The purposes of the Plan are (1) to provide employees of the Company with an equity ownership in the Company, (2) to maintain competitive compensation levels, and (3) to attract and retain high quality employees. 1.2 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on August 1, 1994. The Plan may be terminated at any time by the Board of Directors; provided, however, that such termination shall have no effect on t

Printrak International Inc – EMPLOYEE STOCK PURCHASE PLAN (October 20th, 1997)

EXHIBIT 4.1 FIRST AMENDED PRINTRAK INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN The PRINTRAK INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN (the "Plan") was adopted effective July 2, 1996 and is hereby amended and restated by PRINTRAK INTERNATIONAL INC. (the "Company") to be effective on January 1, 1997 (the "Amendment Date"). ARTICLE I PURPOSE OF THE PLAN 1.1 PURPOSE. The Company has determined that it is in its best interests to provide an incentive to attract and retain employees and to increase employee morale by providing a program through which employees may acquire a proprietary interest in the Company through the purchase of shares of the common stock of the Company ("Company Stock"). The Plan was established by

Printrak International Inc – AGREEMENT AND PLAN OF MERGER (September 24th, 1997)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 29, 1997 AMONG PRINTRAK INTERNATIONAL INC. A DELAWARE CORPORATION SUNRISE ACQ. CORP. A CALIFORNIA CORPORATION AND SUNRISE IMAGING A CALIFORNIA CORPORATION TABLE OF CONTENTS PAGE 1. Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Surviving Corporation.. . . . . . . . . . . . . . . . . 2

Printrak International Inc – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (April 17th, 1997)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF APRIL 7, 1997 AMONG PRINTRAK INTERNATIONAL INC. A DELAWARE CORPORATION TFP ACQUISITION CORP. A SOUTH CAROLINA CORPORATION AND TFP INC. A SOUTH CAROLINA CORPORATION TABLE OF CONTENTS PAGE 1. DEFINITIONS.1 2. REORGANIZATION AND MERGER . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . 2 2.2 ARTICLES OF INCORPORATION AND BYLAWS OF TFP . . . . . . . . . . . 2 2.3 COMMON STOCK OF MERGER SUB. . . . . . . . . . . .

Printrak International Inc – PROMISSORY NOTE (February 13th, 1997)

UNION BANK OF CALIFORNIA PROMISSORY NOTE (BASE RATE) ------------------------------------------------------------------------------- Borrower Name PRINTRAK INTERNATIONAL INC. ------------------------------------------------------------------------------- Borrower Address Office 45061 Loan Number 7144704187 1250 NORTH TUSTIN AVE. ------------------------------------------------------ ANAHEIM, CA 92807 Maturity Date JANUARY 31, 2001 Amount $5,000,000.00 ------------------------------------------------------------------------------- ORANGE, California $5,000,000.00 Date 1/30/97 --------------------- ------------- --------------- FOR VALUE RECEIVED, on JANUARY 31, 2001, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below, the principal sum of FIVE M

Printrak International Inc – LOAN AGREEMENT (November 13th, 1996)

[LOGO] LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is made and entered into as of August 12, 1996 by and between Printrak International Inc., a Delaware corporation ("Borrower") and UNION BANK, a Division of Union Bank of California, N.A. ("Bank"). SECTION 1. THE LOAN 1.1.1 THE REVOLVING LOAN. Bank will loan to Borrower an amount not to exceed Fifteen Million Dollars ($15,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note. All borrowings of the Revolving Loan must be made before July 31, 1998 at which time all unpaid principal and interest of the Revolving Loan shall be due and payable. The Revolving Loan shall be evidenced by a promissory note (the "Revolving Note") on the standard form used by Bank for commercial loans. Bank shall enter each amount borrowe