1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Delaware
RECITALSStockholders' Agreement • May 29th, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Delaware
In respect of the fiscal year ending December 31, 1997, the Executive shall also be entitled to receive not later than January 31, 1998, an amount equal to $179,507. (c) Stock Options. As of the date of this Agreement, the Executive shall be granted...Employment Agreement • May 7th, 1997 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
1 EXHIBIT 8 EMPLOYMENT AGREEMENT This Employment Agreement is made as of August 1, 1997 and modified on March 12, 1998 by and among Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), and Tom Munro (the "Executive")....Employment Agreement • June 3rd, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
Exhibit 10.10 CREDIT AGREEMENT Dated as of November 5, 1996Credit Agreement • October 28th, 1996 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
Agreement Now, therefore, the parties hereto hereby agree as follows:Employment Agreement • October 28th, 1996 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
Agreement ---------Employment Agreement • May 15th, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
AMENDMENT No. 3, dated as of December 31, 1997 ("Amendment"), to the --------- CREDIT AGREEMENT, dated as of October 30, 1996 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Agreement") --------- among...Donnelley Enterprise Solutions Inc • May 15th, 1998 • Services-management services • Illinois
EXHIBIT 1.1 Donnelley Enterprise Solutions Incorporated 2,600,000 Shares* Common Stock ($.01 par value) Underwriting AgreementDonnelley Enterprise Solutions Inc • October 28th, 1996 • Services-management services • New York
EXHIBIT 10.16 EMPLOYMENT AGREEMENT This Employment Agreement is made as of March 1, 1997 by and among Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), and David Shea (the "Executive"). WHEREAS, the Company desires...Employment Agreement • March 31st, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Employment Agreement is made as of March 1, 1997 by and among Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), and David Shea (the "Executive"). WHEREAS, the Company desires...Employment Agreement • May 14th, 1997 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement is made as of November 19, 1996 by and among Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), and Luke F. Botica (the "Executive"). WHEREAS, the Company...Employment Agreement • March 28th, 1997 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
EXHIBIT 10.17 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER Harris Trust and Savings Bank, as Administrative Agent and as a Bank 111 West Monroe Street Chicago, Illinois Gentlemen: The undersigned, Donnelley Enterprise Solutions Incorporated, a...Credit Agreement • May 15th, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
AMENDMENT No. 2, dated as of September 30, 1997 ("Amendment"), to the --------- CREDIT AGREEMENT, dated as of October 30, 1996 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Agreement") --------- among...Donnelley Enterprise Solutions Inc • May 15th, 1998 • Services-management services • Illinois
1 EXHIBIT 14 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of the ___ day of _______, ____, is made by and between Donnelley Enterprise Solutions Incorporated, a Delaware corporation having its principal place of business in the State of Illinois...Indemnification Agreement • June 3rd, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Delaware
Exhibit 10(b) R. R. DONNELLEY & SONS COMPANY STOCK OPTION AGREEMENT ---------------------- (Premium Option) R. R. Donnelley & Sons Company, a Delaware corporation (herein called the "Company"), acting pursuant to the provisions of its 1995 Stock...Company Stock Option Agreement • May 7th, 1997 • Donnelley Enterprise Solutions Inc • Services-management services • New York
EXHIBIT 5.1 SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DALLAS One First National Plaza WASHINGTON, D.C. ------ Chicago, Illinois 60603 ------ LOS ANGELES Telephone 312 853 7000 LONDON ------ Facsimile 312 853 7036 ------ NEW...Donnelley Enterprise Solutions Inc • October 28th, 1996 • Services-management services
We refer to the Registration Statement on Form S-1 (File No. 333-10127) (the "Registration Statement") filed by Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on August 14, 1996, as amended by: Amendment No. 1 filed with the Commission on September 30, 1996; Amendment No. 2 filed with the Commission on October 11, 1996; and Amendment No. 3 being filed with the Commission on the date hereof (collectively, and as the same may be further amended, the "Registration Statement"), relating to the registration of 2,990,000 shares of Common Stock, $.01 par value (the "Shares"), of the Company, consisting of 1,855,000 Shares (the "Primary Shares") to be issued and sold by the Company and 745,000 Shares (the "Secondary Shares") to be sold by R. R. Donnelley & Sons Company, a Delaware corporation and the current sole stockholder o
1 EXHIBIT 3 CONFIDENTIALITY AND STANDSTILL AGREEMENT This Confidentiality and Standstill Agreement (the "Agreement") is made as of March 19, 1998 between Bowne & Co., Inc. (the "Company"), and Donnelley Enterprise Solutions Incorporated, a Delaware...Confidentiality and Standstill Agreement • June 3rd, 1998 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
Exhibit 10.3 TAX ALLOCATION AND INDEMNIFICATION AGREEMENT -------------------------------------------- TAX ALLOCATION AND INDEMNIFICATION AGREEMENT dated as of October 25, 1996 (this "Agreement") between R.R. Donnelley & Sons Company, a Delaware...Tax Allocation and Indemnification Agreement • October 28th, 1996 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
Exhibit 10.1 TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT dated as of October 25, 1996 (this "Agreement") by and between R. R. Donnelley & Sons Company, a Delaware corporation ("R.R. Donnelley"), and Donnelley Enterprise Solutions...Transition Services Agreement • October 28th, 1996 • Donnelley Enterprise Solutions Inc • Services-management services • Illinois
1 EXHIBIT 11 AGREEMENT REGARDING CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY NON-COMPETITION, NON-SOLICITATION AND CHANGE OF CONTROL In consideration of my promotion to the position of Chief Technology Officer by Donnelley Enterprise Solutions...Donnelley Enterprise Solutions Inc • June 3rd, 1998 • Services-management services • New York
1 EXHIBIT 18 May 27, 1998 Mr. Tom Munro Donnelley Enterprise Solutions Inc. 161 N. Clark Street 24th Floor Chicago, IL 60601 Dear Tom: Reference is made to the Tax Allocation and Indemnification Agreement (the "Agreement") dated as of October 25,...Donnelley Enterprise Solutions Inc • June 3rd, 1998 • Services-management services
