Award Software International Inc Sample Contracts

Award Software International Inc – COMMON STOCK PURCHASE AGREEMENT (August 12th, 1998)

EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK TRANSFER PURCHASE AGREEMENT (this "Agreement") is entered into as of April 13, 1998, by and among AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "Company"), SUN CORPORATION ("Sun") and AXIS CORPORATION ("Axis"). RECITALS A. On April 30, 1997, the Company, Sun and Axis entered into a Memorandum of Understanding to organize and incorporate a joint stock company under the laws of Japan ("Award Japan"). B. In connection with the above transaction, each of Sun and Axis owned stock (the "Stock") representing a 19% interest in Award Japan. (The 19% interest of Sun to be hereinafter referred to as the "Sun Stock" and the 19% interest of the Axis to be hereinafter referred to as the "Axis Stock"). C. Award desires to irrevocably and unconditionally purcha

Award Software International Inc – SUPPORT AGREEMENT (August 12th, 1998)

EXHIBIT 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (the "Agreement") is entered into as of this __ day of __________, 1998 (the "Effective Date"), by and between AWARD SOFTWARE INTERNATIONAL, INC. ("Award"), a California corporation having its principal place of business at 777 East Middlefield Road, Mountain View, CA 94043, and VOBIS MICROCOMPUTER AG, ("Vobis") a corporation organized under the laws of Germany having its principal place of business at Carlo-Schmid Strasse 12, D- 52146 Wuerselen, Germany. RECITALS WHEREAS Vobis and Award have previously developed certain basic input/output system code; WHEREAS The parties wish to clarify their obligations with respect to the support, maintenance and development of such basic input/output system code; NOW THEREFORE, in consideration of the promises reci

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (April 30th, 1998)

EXHIBIT 10.41 AMENDMENT AND RESCISSION OF PROVISION OF EXECUTIVE SEVERANCE BENEFITS AGREEMENT WHEREAS, pursuant to Section 2.3 of that certain Executive Severance Benefits Agreement (the "Agreement"), dated as of December 1, 1997, by and between Award Software International, Inc. (the "Company") and the undersigned, the undersigned has certain rights to accelerate the vesting of stock options such that all of those option shares held by the undersigned which would not otherwise be vested and exercisable on the date of the Executive's Covered Termination (as that term is defined therein) shall become immediately vested and exercisable as of such date. WHEREAS, pursuant to Section 2.2 of the Agreement, undersigned has the right to receive, within thirty (30) days following the date of the undersigned's Covered Termination, a

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (April 30th, 1998)

EXHIBIT 10.42 RESCISSION OF PROVISION OF EXECUTIVE SEVERANCE BENEFITS AGREEMENT WHEREAS, pursuant to Section 2.3 of that certain Executive Severance Benefits Agreement (the "Agreement"), dated as of December 1, 1997, by and between Award Software International, Inc. (the "Company") and the undersigned, the undersigned has certain rights to accelerate the vesting of stock options such that all of those option shares held by the undersigned which would not otherwise be vested and exercisable on the date of the Executive's Covered Termination (as that term is defined therein) shall become immediately vested and exercisable as of such date. WHEREAS, neither the undersigned nor the Company intended to prohibit, restrict or otherwise limit the Company's ability to structure transactions that the Company may otherwise enga

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.29 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between KEVIN J. BERRY ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I EMPLOYMENT BY THE COMPANY 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executive's e

Award Software International Inc – STANDARD FORM COMMERCIAL LEASE (March 31st, 1998)

EXHIBIT 10.26 FROM THE OFFICE OF STANDARD FORM COMMERCIAL LEASE 1. PARTIES (fill in) LESSOR, which expression shall include 114 Realty Trust ---------------- heirs, successors, and assigns where the context so admits, does hereby lease to LESSEE, which expression shall include Unicore Software, ---------------- Inc. successors, executors, administrators, and assigns --- where the context so admits, and the LESSEE hereby leases the following described premises: 2 units on 4th floor and 1 unit on 3rd floor at 1538 ---------

Award Software International Inc – SOFTWARE LICENSE AGREEMENT (March 31st, 1998)

EXHIBIT 10.37 MASTER ORIGINAL EQUIPMENT MANUFACTURER (OEM) SOFTWARE LICENSE AGREEMENT BETWEEN INTEL CORPORATION AND AWARD SOFTWARE INTERNATIONAL, INC. AGREEMENT NUMBER [*] ---------- SEPTEMBER 10 , 1997 [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. PAGE 1 OF 27 TABLE OF CONTENTS SECTION PAGE ------- ----

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.28 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between LYON T. LIN ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executive's emp

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.30 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between ANN P. SHEN ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executive's

Award Software International Inc – PROMISSORY NOTE (March 31st, 1998)

EXHIBIT 10.35 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED PROMISSORY NOTE $200,000 Mountain View, California March 1, 1998 FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to the order of the Company, at 777 East Middlefield Road, Mountain View, California 94043, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.31 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between MAURICE W. BIZZARRI ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Ex

Award Software International Inc – LETTER AGREEMENT (March 31st, 1998)

EXHIBIT 10.36 LETTER AGREEMENT This LETTER AGREEMENT (the "Letter Agreement") relating to that certain REGISTRATION RIGHTS AGREEMENT dated as of May 30, 1997 (the "Registration Rights Agreement") by and between Pierre Narath ("Narath") and Award Software International, Inc., a California corporation (the "Company") is entered into as of March 1, 1998. WITNESSETH: WHEREAS, pursuant to Section 3.5 of the Registration Rights Agreement, Narath and the Company desire to terminate the Registration Rights Agreement. NOW, THEREFORE, in consideration of the Company entering into a loan transaction to lend the principal aggregate amount of two hundred thousand dollars ($200,000) to Narath pursuant to the terms and conditions set forth in a promissory note of even date herewith, Narath and the Company hereby agree to waive all rights pursuant

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.34 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between LAURENT K. GHARDA ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executi

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.33 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between M. REZA AFGHAN ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executive'

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.32 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between DAVID J. WIPPICH ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I EMPLOYMENT BY THE COMPANY 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executiv

Award Software International Inc – SEVERANCE BENEFITS AGREEMENT (March 31st, 1998)

EXHIBIT 10.27 EXECUTIVE SEVERANCE BENEFITS AGREEMENT THIS EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the "AGREEMENT") is entered into this 1st day of December, 1997, between GEORGE C. HUANG ("EXECUTIVE") and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation (the "COMPANY"). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article V. The Company and Executive hereby agree as follows: ARTICLE I Employment by the Company 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event Executive's e

Award Software International Inc – AND INVENTIONS AGREEMENT (October 14th, 1997)

AWARD SOFTWARE INTERNATIONAL, INC. EXHIBIT 10.21 EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by AWARD SOFTWARE INTERNATIONAL, INC. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE 1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that rela

Award Software International Inc – REGISTRATION RIGHTS AGREEMENT (October 14th, 1997)

EXHIBIT 10.18 REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS PAGE Section 1.General......................................................... 1 1.1 Definitions................................................ 1 Section 2.Registration.................................................... 2 2.1 Piggyback Registrations.................................... 2 2.2 Form S-3 Registration...................................... 3 2.3 Expenses of Registration................................... 4 2.4 Obligations of the Company................................. 4 2.5 Termination of Registration Rights......................... 5 2.6 De

Award Software International Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (October 14th, 1997)

EXHIBIT 2.1 REDACTED COPY ________________________________________________________________________________ AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AWARD SOFTWARE INTERNATIONAL, INC., a California corporation; AWARD ACQUISITION SUB CORP., a Delaware corporation; UNICORE SOFTWARE, INC., a Massachusetts corporation and PIERRE A. NARATH ____________________________ Dated As Of May 29, 1997 _____________________________ _________________________________________________

Award Software International Inc – EMPLOYMENT AGREEMENT (October 14th, 1997)

EXHIBIT 10.20 AWARD SOFTWARE INTERNATIONAL, INC. EMPLOYMENT AGREEMENT FOR PIERRE A. NARATH THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath") and AWARD SOFTWARE INTERNATIONAL, INC. a California corporation (the "Company"). RECITALS A. Execution and delivery of this Agreement is made as a closing condition to that certain Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated as of May 29, 1997 by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation ("Unicore"), and Narath, an individual and sole shareholder of Unicore, pursuant to which M

Award Software International Inc – NONCOMPETITION AGREEMENT (October 14th, 1997)

EXHIBIT 10.22 NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath"), and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Award"). RECITALS A. Execution and delivery of this Agreement is made as a condition to closing a certain Agreement and Plan of Merger and Reorganization ("Merger Agreement"), dated as of May 29, 1997, by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation (the "Company"), and Narath, an individual and sole shareholder of the Company pursuant to which the Company will merge with and into Merger Sub (the "Merger"). Upon consummation of the Merger, the Company will cease to exist, and

Award Software International Inc – GENERAL RELEASE (October 14th, 1997)

Exhibit 10.23 GENERAL RELEASE THIS GENERAL RELEASE ("General Release") is being executed and delivered as of May 30, 1997, on behalf of the parties identified on Annex I hereto (all of whom are referred to collectively as the "Releasors," and each of whom is referred to individually as a "Releasor") to and in favor of, and for the benefit of AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Purchaser"), and the other Releasees (as defined in Section 2). RECITALS A. Contemporaneously with the execution and delivery of this General Release, Purchaser intends to effectuate a merger (the "Merger") of Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, with Unicore Software, Inc., a Massachusetts corporation (the "Company") in accordance with a certain Agreement and Plan of

Award Software International Inc – AND INVENTIONS AGREEMENT (September 17th, 1997)

AWARD SOFTWARE INTERNATIONAL, INC. EXHIBIT 10.21 EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by AWARD SOFTWARE INTERNATIONAL, INC. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE 1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that rela

Award Software International Inc – GENERAL RELEASE (September 17th, 1997)

Exhibit 10.23 GENERAL RELEASE THIS GENERAL RELEASE ("General Release") is being executed and delivered as of May 30, 1997, on behalf of the parties identified on Annex I hereto (all of whom are referred to collectively as the "Releasors," and each of whom is referred to individually as a "Releasor") to and in favor of, and for the benefit of AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Purchaser"), and the other Releasees (as defined in Section 2). RECITALS A. Contemporaneously with the execution and delivery of this General Release, Purchaser intends to effectuate a merger (the "Merger") of Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, with Unicore Software, Inc., a Massachusetts corporation (the "Company") in accordance with a certain Agreement and Plan of

Award Software International Inc – EMPLOYMENT AGREEMENT (September 17th, 1997)

EXHIBIT 10.20 AWARD SOFTWARE INTERNATIONAL, INC. EMPLOYMENT AGREEMENT FOR PIERRE A. NARATH THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath") and AWARD SOFTWARE INTERNATIONAL, INC. a California corporation (the "Company"). RECITALS A. Execution and delivery of this Agreement is made as a closing condition to that certain Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated as of May 29, 1997 by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation ("Unicore"), and Narath, an individual and sole shareholder of Unicore, pursuant to which M

Award Software International Inc – REGISTRATION RIGHTS AGREEMENT (September 17th, 1997)

EXHIBIT 10.18 REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS PAGE Section 1.General......................................................... 1 1.1 Definitions................................................ 1 Section 2.Registration.................................................... 2 2.1 Piggyback Registrations.................................... 2 2.2 Form S-3 Registration...................................... 3 2.3 Expenses of Registration................................... 4 2.4 Obligations of the Company................................. 4 2.5 Termination of Registration Rights......................... 5 2.6 Del

Award Software International Inc – NONCOMPETITION AGREEMENT (September 17th, 1997)

EXHIBIT 10.22 NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath"), and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Award"). RECITALS A. Execution and delivery of this Agreement is made as a condition to closing a certain Agreement and Plan of Merger and Reorganization ("Merger Agreement"), dated as of May 29, 1997, by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation (the "Company"), and Narath, an individual and sole shareholder of the Company pursuant to which the Company will merge with and into Merger Sub (the "Merger"). Upon consummation of the Merger, the Company will cease to exist, and

Award Software International Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (September 17th, 1997)

EXHIBIT 2.1 REDACTED COPY ________________________________________________________________________________ AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AWARD SOFTWARE INTERNATIONAL, INC., a California corporation; AWARD ACQUISITION SUB CORP., a Delaware corporation; UNICORE SOFTWARE, INC., a Massachusetts corporation and PIERRE A. NARATH ____________________________ Dated As Of May 29, 1997 _____________________________ __________________________________________________

Award Software International Inc – MEMORANDUM OF UNDERSTANDING (August 13th, 1997)

EXHIBIT 10.24 MEMORANDUM OF UNDERSTANDING [*] INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2. 1. SCOPE OF OBJECTIVES OF JOINT VENTURE Initially, Sun Corporation ("Sun"), Axis Corporation ("Axis") and Award Software International, Inc. ("Award:" Sun, Axis and Award individually, a "Partner" and collectively, the "Partners") will jointly own a business (the "Joint Venture") that markets and distributes Award's notebook BIOS (the "Products") to the portable PC market and provides technical and other customer support. The Joint Venture will combine Sun's reputation, and marketing and sales expertise, Axis's technical and design expertise and Award's products, engineering and customer support to penetrate the portab

Award Software International Inc – NONCOMPETITION AGREEMENT (June 16th, 1997)

EXHIBIT 10.22 NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath"), and AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Award"). RECITALS A. Execution and delivery of this Agreement is made as a condition to closing a certain Agreement and Plan of Merger and Reorganization ("Merger Agreement"), dated as of May 29, 1997, by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation (the "Company"), and Narath, an individual and sole shareholder of the Company pursuant to which the Company will merge with and into Merger Sub (the "Merger"). Upon consummation of the Merger, the Company will cease to exist, and

Award Software International Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (June 16th, 1997)

REDACTED COPY ________________________________________________________________________________ AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AWARD SOFTWARE INTERNATIONAL, INC., a California corporation; AWARD ACQUISITION SUB CORP., a Delaware corporation; UNICORE SOFTWARE, INC., a Massachusetts corporation and PIERRE A. NARATH ____________________________ Dated As Of May 29, 1997 _____________________________ ________________________________________________________________________________ TABLE OF CONTENT

Award Software International Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1997)

REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS PAGE Section 1.General......................................................... 1 1.1 Definitions................................................ 1 Section 2.Registration.................................................... 2 2.1 Piggyback Registrations.................................... 2 2.2 Form S-3 Registration...................................... 3 2.3 Expenses of Registration................................... 4 2.4 Obligations of the Company................................. 4 2.5 Termination of Registration Rights......................... 5 2.6 Delay of Registration; Furnishing Information.............. 5 2.7 Indemn

Award Software International Inc – GENERAL RELEASE (June 16th, 1997)

Exhibit 10.23 GENERAL RELEASE THIS GENERAL RELEASE ("General Release") is being executed and delivered as of May 30, 1997, on behalf of the parties identified on Annex I hereto (all of whom are referred to collectively as the "Releasors," and each of whom is referred to individually as a "Releasor") to and in favor of, and for the benefit of AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Purchaser"), and the other Releasees (as defined in Section 2). RECITALS A. Contemporaneously with the execution and delivery of this General Release, Purchaser intends to effectuate a merger (the "Merger") of Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, with Unicore Software, Inc., a Massachusetts corporation (the "Company") in accordance with a certain Agreement and Plan of

Award Software International Inc – AND INVENTIONS AGREEMENT (June 16th, 1997)

AWARD SOFTWARE INTERNATIONAL, INC. EXHIBIT 10.21 EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by AWARD SOFTWARE INTERNATIONAL, INC. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE 1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that rela

Award Software International Inc – EMPLOYMENT AGREEMENT (June 16th, 1997)

EXHIBIT 10.20 AWARD SOFTWARE INTERNATIONAL, INC. EMPLOYMENT AGREEMENT FOR PIERRE A. NARATH THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of May 30, 1997, by and between PIERRE A. NARATH ("Narath") and AWARD SOFTWARE INTERNATIONAL, INC. a California corporation (the "Company"). RECITALS A. Execution and delivery of this Agreement is made as a closing condition to that certain Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated as of May 29, 1997 by and among Award, Award Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Award ("Merger Sub"), Unicore Software, Inc., a Massachusetts corporation ("Unicore"), and Narath, an individual and sole shareholder of Unicore, pursuant to which M