Computer Generated Solutions Inc Sample Contracts

Computer Generated Solutions Inc – INDEMNIFICATION AGREEMENT (March 3rd, 1997)

EXHIBIT 10.11 INDEMNIFICATION AGREEMENT ------------------------- AGREEMENT dated as of February , 1997 by and among Computer Generated Solutions, Inc., a Delaware corporation (the "Company"), and Philip Friedman and Victor Friedman (collectively, the "Selling Stockholders"). WHEREAS, the Company has filed a registration statement (Registration Number 333-09297) on Form S-1, as amended (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"); and WHEREAS, the Selling Stockholders are selling certain shares of the Company's common stock (the "Common Stock") pursuant to such Registration Statement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. Definitions. ------------ (a) As used herei

Computer Generated Solutions Inc – REGISTRATION RIGHTS AGREEMENT (March 3rd, 1997)

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March , 1997, among -- COMPUTER GENERATED SOLUTIONS, INC., a Delaware corporation (the "Company"), and Philip Friedman and Victor Friedman (Philip Friedman and Victor Friedman together being the "Stockholders"). W I T N E S S E T H : --------------------- WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purpose, among others, of establishing registration rights for the Holders (as hereinafter defined). NOW, THEREFORE, the parties hereby agree as follows: 1. Definitions. For purposes of this Agreement, the following terms ----------- shall have the following meanings: "Blackout Per

Computer Generated Solutions Inc – 1997 LONG-TERM INCENTIVE PLAN (March 3rd, 1997)

EXHIBIT 4.3 COMPUTER GENERATED SOLUTIONS, INC. 1997 LONG-TERM INCENTIVE PLAN 1. Purpose of Plan The purpose of this 1997 Long-Term Incentive Plan (the "Plan") is to aid Computer Generated Solutions, Inc. and its Subsidiaries (the "Company") in securing and retaining Key Employees of outstanding ability by making it possible to offer them increased incentives, which may include a proprietary interest in the Company, to join or continue in the service of the Company and to increase their efforts for its welfare. 2. Definitions As used in the Plan, the following words shall have the following meanings: (a) "CGS" means Computer Generated Solutions, Inc.; (b) "Award" means an award or grant made to a Participant pursuant to the Plan, including, without limitation, an award or grant of an Option, Right, Restrict

Computer Generated Solutions Inc – S CORPORATION TERMINATION AGREEMENT (March 3rd, 1997)

EXHIBIT 10.10 S CORPORATION TERMINATION AGREEMENT This S CORPORATION TERMINATION AGREEMENT (the "Agreement") dated March __, 1997 among Computer Generated Solutions, Inc., a Delaware corporation (the "Company"), and Philip Friedman and Victor Friedman (individually a "Stockholder" and collectively the "Stockholders"). WHEREAS, the Company contemplates offering its stock to the public pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "Public Offering"); WHEREAS, the Company plans to distribute a dividend to the Stockholders subsequent to the completion of such Public Offering, in an aggregate amount equal to the Company's undistributed Accumulated Adjustments Account ("AAA"), as defined in Section 1368(e) of the Internal Revenue Code of 1986, as amended (the "Code"), as of the Termination Date (as hereinafter

Computer Generated Solutions Inc – RESTATED CERTIFICATE OF INCORPORATION (March 3rd, 1997)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF COMPUTER GENERATED SOLUTIONS, INC. Computer Generated Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST. (a) The present name of the corporation is Computer Generated Solutions, Inc. (b) The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 27, 1984 under the name Computer Generated Solutions, Inc. SECOND. This Restated Certificate of Incorporation has been duly adopted pursuant to and in accordance with Sections 228 and 245 of the General Corporation Law of the State of Delaware (the "General Corporation Law"), and restates and amends the provisions of the existing Certificate of

Computer Generated Solutions Inc – UNDERWRITING AGREEMENT (March 3rd, 1997)

EXHIBIT 1.1 UNDERWRITING AGREEMENT 4,071,000 Shares COMPUTER GENERATED SOLUTIONS, INC. Common Stock (Par Value $0.001 per share) [ ], 1997 OPPENHEIMER & CO., INC. FURMAN SELZ LLC c/o Oppenheimer & Co., Inc. Oppenheimer Tower World Financial Center New York, New York 10281 On behalf of the several Underwriters named on Schedule I attached hereto. Ladies and Gentleman: Computer Generated Solutions, Inc., a Delaware corporation (the "Company"), ------- proposes to issue and sell, and the persons named in Schedule II hereto (the "Se

Computer Generated Solutions Inc – 1.0 ASSOCIATED CONTRACT DOCUMENTS (February 14th, 1997)

[LOGO] ISSC Agreement for Consulting Services [GRAPH] -------------------------------------------------------------------------------- The Vendor Computer Generated Solutions("Vendor") and Integrated Systems Solutions Corporation ("ISSC") agree that the terms and conditions in this document ("Agreement") and any applicable Statement of Work will apply to the services Vendor will render to ISSC as an independent consultant. For this Agreement, ISSC shall mean ISSC, its subsidiaries, its parent International Business Machines Corporation ("IBM") and IBM's subsidiaries. 1.0 ASSOCIATED CONTRACT DOCUMENTS A Statement of Work (SOW) will describe the scope of services ("Project") that you will provide ISSC in response to ISSC's request for consulting services, any other applicable terms and compensation for such services. A separate Statement of Work will be required for each Project. The Statement of Work will become subject to this Agreement when

Computer Generated Solutions Inc – PROMISSORY NOTE (GRID) (November 8th, 1996)

EXHIBIT 10.8 ------------ Revolving Credit Facility, as amended, dated July 1, 1996 between Computer Generated Solutions, Inc. and Bank Leumi Trust Company of New York. [LOGO BANK LEUMI] PROMISSORY NOTE (GRID) New York, N.Y. July 1, 1996 $7,000,000.00 For Value Received, We promise to pay to the order of BANK LEUMI TRUST COMPANY OF NEW YORK (the "Bank"), at its offices at 579 Fifth Avenue, New York, New York, the principal sum of Seven Million and 00/100 Dollars or, if less, the aggregate unpaid principal sum of all loans made by the Bank, in its sole discretion, to the maker of this Note from time to time. The principal sum of each such loan shall be payable (strike out whichever is not applicable): on demand., if payment not demanded, no later than 5/2/97. Each loan shall bear interest (from the dat

Computer Generated Solutions Inc – ASSET PURCHASE AGREEMENT (November 8th, 1996)

EXHIBIT 2.1 ----------- Asset Purchase Agreement, dated April 26, 1994, between ACS Software Products Group and Computer Generated Solutions, Inc. EXHIBIT 2.1 ASSET PURCHASE AGREEMENT AGREEMENT, made this 26th day of April, 1994, by and between ACS ---- ----- SOFTWARE PRODUCTS GROUP, a Georgia general partnership (the "Seller"), and COMPUTER GENERATED SOLUTIONS, INC., a Delaware corporation (the "Buyer"). WHEREAS, the Seller is engaged in the development, marketing, sale and license of software platforms and packages used in the apparel and related industries (the "ACS Business"); and WHEREAS, the Seller wishes to sell and assign to the Buyer, and the Buyer wishes to purchase and assume from the Seller, for the consideration and on the terms and conditions set forth herein,

Computer Generated Solutions Inc – AGREEMENT DATED AS OF SEPTEMBER 15, 1995 BETWEEN BORLAND INTERNATIONAL, (November 8th, 1996)

*EXHIBIT 10.4 ------------ AGREEMENT DATED AS OF SEPTEMBER 15, 1995 BETWEEN BORLAND INTERNATIONAL, INC. AND COMPUTER GENERATED SOLUTIONS, INC. * Confidential treatment is being requested with respect to portions of this exhibit BORLAND No-Nonsense VAR Agreement -------------------------------------------------------------------------------- This Agreement is between Borland International, Inc., 100 Borland Way, Scotts Valley, CA 95066 ("Borland"), and Computer Generated Solutions, Inc., 1675 Broadway, 31st Floor, New York, New York 11019 ("VAR"). 1. Definitions "Products" means Borland's computer software programs listed in Attachment A, including any related documentation ("Documentation"). "Territory" means the country or countries listed in Attachment A. 2. License a. Borland hereby appoints VAR as a me