Zones Inc Sample Contracts

Zones Inc – Limited Guarantee Signature Page (November 18th, 2008)
Zones Inc – Zones Announces Amendment to Merger Agreement With Zones Acquisition Corp. (November 18th, 2008)

AUBURN, WA--(Marketwire - November 18, 2008) - Zones, Inc. (NASDAQ: ZONS) announced today that it has entered into an amendment to the merger agreement that it previously entered into with Zones Acquisition Corp. ("ZAC"), which is owned by Firoz H. Lalji, Zones' Chairman of the Board, Chief Executive Officer and majority shareholder. The amended merger agreement provides that each share of Zones common stock (other than those held by Mr. Lalji and certain of his related parties) will be converted into the right to receive $7.00 in cash, without interest and less any applicable withholding taxes. Following the closing of the merger, Zones will become a private company wholly owned by Mr. Lalji and certain of his related parties.

Zones Inc – AGREEMENT AND PLAN OF MERGER Dated as of July 30, 2008 between Zones Acquisition Corp. and Zones, Inc. (July 31st, 2008)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2008, between Zones Acquisition Corp., a Washington corporation (“Zac”), and Zones, Inc., a Washington corporation (the “Company”).

Zones Inc – ZONES, INC. RESTRICTED STOCK PURCHASE AGREEMENT (May 12th, 2008)

Zones, Inc. has granted to the Participant named in the Notice of Grant of Stock Purchase Right (the “Notice”) to which this Restricted Stock Purchase Agreement (the “Agreement”) is attached a Purchase Right consisting of a right to purchase certain shares of Common Stock upon the terms and conditions set forth in the Notice and this Agreement.  The Purchase Right has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zones, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference.  By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Purchase Right subject to all of the terms and conditions of the Notice, the Plan and this Agreement, and (c) agrees to accept as binding, conclusive and final all

Zones Inc – SUMMARY OF ZONES, INC. SENIOR EXECUTIVE BONUS PLAN (March 17th, 2008)

Under the 2008 Senior Executive Bonus Plan, eligible Executive Officers are able to receive an annual bonus if the Company meets its operating budget plan as approved by the Board of Directors on the February 28, 2008.  The Executive Officers will be eligible to receive bonuses on individual performance only if the Company meets its annual operating budget plan, after accrual of bonuses.

Zones Inc – SUMMARY OF ZONES, INC. SALES EXECUTIVE BONUS PLAN (March 17th, 2008)

Under the 2008 Sales Executive Bonus Plan, participating sales executives are eligible to receive quarterly bonuses based on the achievement of specified earnings targets for individual divisions approved by the Board. Participants are eligible to earn up to 2.33 times their base salary.

Zones Inc – SUMMARY OF ZONES, INC EXECUTIVE VICE PRESIDENT BONUS PROGRAM (November 13th, 2007)

Under the executive vice president bonus program, P. Sean Hobday, the executive vice president sales, Thomas Ducatelli, the executive vice president business development, and Christina Corley, president and chief operating officer, have assigned target bonus levels expressed as a ratio of fiscal year end annual salary.  Messrs. Hobday and Ducatelli, and Ms. Corley may earn a bonus up to six and three quarters times, two times, and eleven and one third times their annual salary, respectively, if they exceed targeted gross profit and operating income, including the accrual for incentive programs.  Two components comprise the fundamental design of the bonus program:

Zones Inc – AMENDMENT NO. 7 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (September 18th, 2007)

Pursuant to that certain Amended and Restated Loan and Security Agreement dated as of April 11, 2003 by and among Lender, Borrower, and The Mac Zone, Inc. (“Borrower 3”) (Borrower and Borrower 3 are sometimes hereinafter individually referred to as an “Original Borrower” and collectively as the “Original Borrowers”) as amended from time to time (collectively, the “Loan Agreement”), Lender made certain financing available to Original Borrowers.  Borrower and Borrower 3 have merged with the surviving entity being Borrower (the “Borrower/Borrower 3 Merger”).  Borrower has requested Lender to modify certain terms and provisions of the Documents.  Lender has agreed to do so, upon the terms and conditions of this Amendment.

Zones Inc – SUMMARY OF ZONES, INC EXECUTIVE VICE PRESIDENT BONUS PROGRAM (May 14th, 2007)

Under the executive vice president bonus program, P. Sean Hobday, the executive vice president sales, Thomas Ducatelli, the executive vice president business development, and Christina Corley, president and chief operating officer, have assigned target bonus levels expressed as a ratio of fiscal year end annual salary. Messrs. Hobday and Ducatelli, and Ms. Corley may earn a bonus up to six and three quarters times, two times, and eleven and one third times their annual salary, respectively, if they exceed targeted gross profit and operating income, including the accrual for incentive programs. Two components comprise the fundamental design of the bonus program:

Zones Inc – SUMMARY OF ZONES, INC. SENIOR MANAGEMENT BONUS PROGRAM (February 12th, 2007)

Zones, Inc. (the “Company”) senior management bonus program rewards achievement for financial and individual performance.

Zones Inc – SUMMARY OF ZONES, INC EXECUTIVE VICE PRESIDENT BONUS PROGRAM (February 12th, 2007)

Under the executive vice president bonus program, P. Sean Hobday, the executive vice president sales, Thomas Ducatelli, the executive vice president business development, and Christina Corley, president, have assigned target bonus levels expressed as a ratio of fiscal year end annual salary. Messrs. Hobday and Ducatelli, and Ms. Corley may earn a bonus up to two times, six and three quarters times, and eleven and one third times their annual salary, respectively, if they exceed targeted gross profit and operating income, including the accrual for incentive programs. Two components comprise the fundamental design of the bonus program:

Zones Inc – SECOND AMENDMENT TO AUBURN CORPORATE CENTER I OFFICE LEASE (May 12th, 2006)

This Second Amendment to Office Lease (the Second Amendment) is made as of March 15th, 2006 by and between Fana Auburn, LLC, a Washington Limited Liability Company (“Landlord”), and Zones, Inc., a Washington corporation (“Tenant”). As parties hereto, Landlord and Tenant agree:

Zones Inc – SUMMARY OF ZONES, INC EXECUTIVE VICE PRESIDENT BONUS PROGRAM (February 8th, 2006)

Under the executive vice president bonus program, P. Sean Hobday, the executive vice president of sales, and Christina Corley, the executive vice president of operations, have an assigned target bonus level expressed as a percent of fiscal year end annual salary. These executive vice presidents may earn a bonus up to 400% of their annual salary if they exceed targeted gross profit and operating income, including the accrual for incentive programs. Two components comprise the fundamental design of the bonus program:

Zones Inc – SUMMARY OF ZONES, INC. SENIOR MANAGEMENT BONUS PROGRAM (February 8th, 2006)

The Zones, Inc. (the “Company”) Senior Management Bonus Program rewards achievement for financial and individual performance.

Zones Inc – AGREEMENT OF LEASE (November 9th, 2005)

THIS AGREEMENT OF LEASE IS MADE as of September __, 2005, between THE TRUSTEES UNDER THE WILL AND OF THE ESTATE OF JAMES CAMPBELL, DECEASED, acting in their fiduciary and not their individual capacities ("Landlord"), and ZONES, INC., a Washington corporation ("Tenant").

Zones Inc – ZONES, INC. NOTICE OF GRANT OF DIRECTOR STOCK OPTION (August 10th, 2005)

The undersigned member of the Board of Directors (the “Optionee”) of Zones, Inc. has been granted an option (the “Option”) to purchase certain shares of Stock pursuant to the Zones, Inc. 2003 Equity Incentive Plan (the “Plan”), as follows:

Zones Inc – Amendment to Employment and Non-Competition Agreement (August 1st, 2005)

This Amendment to Employment and Non-Competition Agreement (this “Amendment”) is entered into as of July 25, 2005, by and between Zones, Inc. (“Parent”), Zones Corporate Solutions, Inc. (the “Company,”) and Christina Corley (the “Associate”).

Zones Inc – SUMMARY OF AMENDMENT TO THE 1999 DIRECTOR STOCK OPTION PLAN (May 10th, 2005)

Effective May 5, 2005, the Board amended the 1999 Director Stock Option Plan to suspend all grants under the Plan indefinitely, or until otherwise amended by the Board.

Zones Inc – MULTIPLE ZONES INTERNATIONAL, INC. AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN (March 4th, 2005)
Zones Inc – SUMMARY OF ZONES, INC BONUS PROGRAM (March 4th, 2005)

Under the bonus program, the chief executive officer, the chief financial officer and the chief information officer have an assigned target bonus level expressed as a percent of fiscal year end annual salary.  Depending on Company financial performance and individual performance, these executive officers may earn a bonus up to 100% of their annual salary.  Two components comprise the fundamental design of the bonus program:

Zones Inc – SUMMARY OF ZONES, INC BONUS PROGRAM (February 15th, 2005)

Under the bonus program, eligible executive officers have an assigned target bonus level expressed as a percent of fiscal year end annual salary.  Depending on Company financial performance and individual performance, eligible executive officers may earn a bonus up to 100% of their annual salary.  Two components comprise the fundamental design of the bonus program:

Zones Inc – SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (August 11th, 2004)

THIS AGREEMENT is made and entered into as of June 22, 2004 by, between and among U.S. BANK NATIONAL ASSOCIATION, a national banking association (together with any other party referred to in paragraph 5 hereof, the “Lender”), ZONES, INC., a Washington corporation (“Tenant”), and FANA AUBURN LLC, a Washington limited liability company (“Landlord”).

Zones Inc – STANDARD INDUSTRIAL LEASE AGREEMENT Property Address: 659-699 Supreme Drive Bensenville, Illinois 60106 NET ESCROW Execution Copy Date: May 11, 2004 (May 13th, 2004)

THIS LEASE AGREEMENT, made and entered into by and between, AMB PROPERTY II, L.P., a Delaware limited partnership, or its assigns, hereinafter referred to as “Landlord”, and CORPORATE PC SOURCE, an Illinois corporation, hereinafter referred to as “Tenant”;

Zones Inc – 3. All representations and warranties made to the Lender in the Documents are hereby restated to the Lender and all of such representations and warranties remain true and correct as of the date of this Amendment. 4. All of the pledges, assignments, transfers, conveyances, mortgages and grants of security interest of any property given to Lender by any Borrower pursuant to the Documents, including, but not limited to, pursuant to Article 3 of the Loan Agreement, have constituted and shall and hereinafter do continue to constitute pledges, assignments, transfers, conveyances, mortgages and grant (May 13th, 2004)

Pursuant to that certain Amended and Restated Loan and Security Agreement dated as of April 11, 2003 by and among Lender and Borrowers, as amended from time to time (collectively, the “Loan Agreement”), Lender made certain financing available to Borrowers. Borrowers have requested Lender to modify certain terms and provisions of the Documents. Lender has agreed to do so, upon the terms and conditions of this Amendment.

Zones Inc – Exhbiit 10.1 BLACK DIAMOND GROUP A LIMITED LIABILITY COMPANY October 30, 2003 PERSONAL AND CONFIDENTIAL VIA EMAIL Mr. Ron McFadden Chief Financial Officer Zones, Inc. 1102 15th Street, SW Suite 102 Auburn, WA 98001 Consulting Services Letter Agreement Dear Ron: This letter serves to confirm the agreement between Zones, Inc. (“Zones”) and William Keiper dba Black Diamond Group LLC (“Keiper”) as of November 1, 2003 (the “Effective Date”), as follows: 1. Scope of Engagement (May 13th, 2004)

This letter serves to confirm the agreement between Zones, Inc. (“Zones”) and William Keiper dba Black Diamond Group LLC (“Keiper”) as of November 1, 2003 (the “Effective Date”), as follows:

Zones Inc – Contract (May 13th, 2004)

This Employment and Non-Competition Agreement (the “Agreement”) is entered into as of March 31, 2003 by and between Zones, Inc. (“Parent”), Corporate PC Source, Inc. (the “Company,”) and Christina Corley (the “Associate”). Unless otherwise defined herein, the terms defined in the Purchase Agreement (as such term is defined below) shall have the same defined meanings in this Agreement.

Zones Inc – ZONES, INC. STOCK OPTION AGREEMENT (February 26th, 2004)

Zones, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Zones, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agr

Zones Inc – AMENDED AND RESTATED INDEMNIFICATION AGREEMENT THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into effective as of July 14, 2003, between ZONES, INC., a Washington corporation (the “Company”), and ___________, a director and/or officer of the Company (“Indemnitee”). RECITALS A. Indemnitee is a director of the Company and in such capacity is performing valuable services for the Company. B. The Articles of Incorporation of the Company (“Articles”) provide for the indemnification of the directors and officers of the Company to the full extent permitted by the Was (November 14th, 2003)

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into effective as of July 14, 2003, between ZONES, INC., a Washington corporation (the “Company”), and ___________, a director and/or officer of the Company (“Indemnitee”).

Zones Inc – Contract (August 14th, 2003)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Agreement") is made as of April 11, 2003, by and among TRANSAMERICA COMMERCIAL FINANCE CORPORATION (the "Lender"), ZONES, INC. ("Borrower 1") and Corporate PC Source, Inc. (“Borrower 2”) (Borrower 1 and Borrower 2 shall hereinafter be individually referred to as a “Borrower” and collectively, as the “Borrowers”).

Zones Inc – OFFICE LEASE [Multi-Tenant - Triple Net] (August 14th, 2003)

This OFFICE LEASE (“Lease”) is entered into as of the Date set forth below (the “Effective Date”), by and between THE BOEING COMPANY, a Delaware corporation (“Landlord”), and Zones, Inc., a Washington corporation (“Tenant”).

Zones Inc – ZONES, INC. AMENDMENT OF 1996 EMPLOYEE STOCK PURCHASE PLAN THIS AMENDMENT OF THE MULTIPLE ZONES INTERNATIONAL, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN is adopted effective as of June 30, 2003 (the “Effective Date”). RECITALS WHEREAS, the Zones, Inc. (the “Company”) sponsors and maintains the Multiple Zones International, Inc. 1996 Employee Stock Purchase Plan (the “Plan”) which permits eligible employees to purchase Company stock at a discount as permitted by Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”); and WHEREAS, the Company wishes to amend the Plan, as authoriz (August 14th, 2003)

THIS AMENDMENT OF THE MULTIPLE ZONES INTERNATIONAL, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN is adopted effective as of June 30, 2003 (the “Effective Date”).

Zones Inc – THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS OTHERWISE SET FORTH HEREIN AND UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF TH (August 14th, 2003)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS OTHERWISE SET FORTH HEREIN AND UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

Zones Inc – Zones, Inc. UNSECURED, SUBORDINATED PROMISSORY NOTE (August 14th, 2003)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS OTHERWISE SET FORTH HEREIN AND UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

Zones Inc – ***[REDACTED]-Confidential treatment requested*** (February 26th, 2003)

THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of November 26, 2002, by and between TRANSAMERICA COMMERCIAL FINANCE CORPORATION (the “Lender”) and ZONES, INC. (“Borrower”).

Zones Inc – [A REQUEST FOR CONFIDENTIALITY HAS BEEN MADE. THE INFORMATION DENOTED BY [REDACTED] HAS BEEN OMITTED.] MICROSOFT CORPORATION AMENDMENT OF AUTHORIZED SOURCE AGREEMENT Reference is made to the Authorized Source Agreement made and entered into effective as of July 1, 2000 (the “Original Agreement”), by and between MULTIPLE ZONES INTERNATIONAL, INC., (the name of which is now ZONES, INC.) with offices at 707 South Grady Way, Renton, Washington 98055-3233, a Washington corporation (“MZI” or “Zones”) and MICROSOFT CORPORATION, with offices at One Microsoft Way, Redmond, Washington 98052-6399, a Wash (November 12th, 2002)

Reference is made to the Authorized Source Agreement made and entered into effective as of July 1, 2000 (the “Original Agreement”), by and between MULTIPLE ZONES INTERNATIONAL, INC., (the name of which is now ZONES, INC.) with offices at 707 South Grady Way, Renton, Washington 98055-3233, a Washington corporation (“MZI” or “Zones”) and MICROSOFT CORPORATION, with offices at One Microsoft Way, Redmond, Washington 98052-6399, a Washington corporation (“Microsoft”), for and on behalf of itself and Related Parties as therein allowed.