OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF THE JUDGE GROUP, INC. NOT OWNED BY JUDGE GROUP ACQUISITION CORPORATION AT $1.05 PER SHARE BY JUDGE GROUP ACQUISITION CORPORATIONJudge Group Inc • May 19th, 2003 • Services-computer integrated systems design
STOCK PURCHASE AGREEMENT Dated as of June 5, 1998 by and among JUDGE IMAGING SYSTEMS, INC., JAMES TURNER, and SYSTEMS SOLUTIONS, INC., doing business as COREBRIDGE TECHNOLOGY, INC.Stock Purchase Agreement • April 15th, 1999 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
ASSET PURCHASE AGREEMENT between FILENET CORPORATION as Purchaser and ON SITE SOLUTIONS, INC. as SellerAsset Purchase Agreement • March 29th, 2000 • Judge Group Inc • Services-computer integrated systems design • California
THE JUDGE GROUP, INC. 1996 STOCK OPTION PLAN AGREEMENT FOR NON-EMPLOYEE DIRECTORS (As Amended and Restated Effective May 22, 2001)Non-Qualified Stock Option Agreement • March 27th, 2002 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is being made this 26th day of September 1996, by and among SANDY MAYER and GREGORY J. McCARTHY (collectively "Sellers"), THE BERKELEY ASSOCIATES CORPORATION and JUDGE, INC. B A C K G R O U N D A....Stock Purchase Agreement • December 11th, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
1996 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN FOR KEY EMPLOYEES AND NON-EMPLOYEE DIRECTORSIncentive Stock Option Agreement • November 14th, 1997 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
ARTICLE IExchange Agreement • May 19th, 2003 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
TERMSEmployment Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design
A. BACKGROUNDLoan and Security Agreement • December 11th, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
BACKGROUNDEmployment Agreement • March 29th, 2000 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
Exhibit 10.1 EMPLOYMENT AGREEMENT dated as of August 3, 1998 (as amended or supplemented from time to time, this "Agreement"), between The Judge Group, Inc., a Pennsylvania corporation (the "Company"), and Frank Barrett ("Executive"). SECTION 1....Employment Agreement • August 14th, 1998 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
ASSET PURCHASE AGREEMENTEmployment Agreement • September 11th, 2002 • Judge Group Inc • Services-computer integrated systems design • Illinois
BACKGROUNDLoan Agreement • May 13th, 1998 • Judge Group Inc • Services-computer integrated systems design
THE JUDGE GROUP, INC. 3,650,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 1997 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
EMPLOYMENT AGREEMENT THIS AGREEMENT is being made effective the 1st day of May, 1996, by and between JUDGE IMAGING SYSTEMS, INC. (hereinafter referred to as "Employer") and Jeff Andrews (hereinafter referred to as "Employee"), intending to be legally...Employment Agreement • December 11th, 1996 • Judge Group Inc • Services-computer integrated systems design
EXHIBIT 10.3 EMPLOYMENT AGREEMENT dated as of January 1, 2001 (as amended or supplemented from time to time, this "Agreement"), between The Judge Group, Inc., a Pennsylvania corporation (the "Company"), and Katharine Wiercinski ("Executive"). SECTION...Employment Agreement • May 15th, 2001 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
MERCK & CO., INC. PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into this first day of October, 1994 between MERCK & CO., INC., having a place of business at One Merck Drive, Whitehouse Station, New Jersey 08889-0100 ("MERCK") and JUDGE...Professional Services Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • New Jersey
BACKGROUNDEmployment Agreement • May 15th, 2001 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
BACKGROUND ----------Shareholders' Agreement • May 19th, 2003 • Judge Group Inc • Services-computer integrated systems design
SPLIT-DOLLAR AGREEMENT THIS AGREEMENT made this _____ day of ________________, 1996, by and between JUDGE INC., Two Bala Plaza, Bala Cynwyd, Pennsylvania, (Corporation) and Dennis F. Judge, Trustee of the Irrevocable Agreement of Trust of Martin E....Split-Dollar Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
STOCK PURCHASE AGREEMENT by and among JUDGE IMAGING SYSTEMS, INC., TERRY COOPER, THE OTHER SECURITY HOLDERS OF ON-SITE SOLUTIONS, INC. and ON-SITE SOLUTIONS, INC.Stock Purchase Agreement • April 15th, 1999 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
THE JUDGE GROUP, INC. 3,650,000 Common Shares UNDERWRITING AGREEMENT --------------Underwriting Agreement • December 11th, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
BACKGROUNDJudge Group Inc • March 27th, 1998 • Services-computer integrated systems design • Pennsylvania
FORM OF 10% CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
Exhibit 10.12 THE JUDGE GROUP, INC. 1996 INCENTIVE STOCK OPTION AND NON- QUALIFIED STOCK OPTION PLAN FOR KEY EMPLOYEES AND NON-EMPLOYEE DIRECTORS (As Amended and Restated Effective June 9, 1998) NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE...Non-Qualified Stock Option Agreement • April 15th, 1999 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
SPLIT-DOLLAR AGREEMENT THIS AGREEMENT made this _____ day of _________________, 1996, by and between JUDGE INC., Two Bala Plaza, Bala Cynwyd, Pennsylvania, ("Corporation") and Ann L. Judge, Trustee of the Irrevocable Agreement of Trust of Martin E....Split-Dollar Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
BACKGROUNDAgreement and Plan of Merger • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
February 14, 1997 The Judge Group, Inc. Two Bala Plaza - Suite 800 Bala Cynwyd, PA 19004 Re: Agreement and Plan of Merger, dated October 1, 1966, by and among Judge Imaging Systems, Inc., The Judge Group, Inc., and Judge Acquisition,Inc. Dear Sirs:...Judge Group Inc • February 14th, 1997 • Services-computer integrated systems design
Exhibit Number (d)(2) --------------------- FORM OF OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC. 1996 STOCK OPTION PLAN THE JUDGE GROUP, INC. 1996 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT made as of (month) (date), 2002 (the...Exhibit Number • February 7th, 2002 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
Exhibit 10.12 THE JUDGE GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This NON-QUALIFIED STOCK OPTION AGREEMENT is made as of the 17th day of April, 1997 (the "Grant Date"), between The Judge Group, Inc., a Pennsylvania corporation (the "Company"),...Non-Qualified Stock Option Agreement • March 27th, 1998 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
LEASE BALA CYNWYD PENNSYLVANIALease Term Agreement • October 1st, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
BACKGROUND The parties hereto desire to provide for the acquisition by Buyer of certain assets of Seller relating to, used, or held for use in its permanent and contract placement businesses (the "Business"), but excluding certain other assets and...Asset Purchase Agreement by And • April 15th, 1999 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
PNC LEASING CORP PNCBANK Master Lease Agreement Lease No. 1447 This Master Lease Agreement ("Lease") is made this 20th day of April, 1999, by and between PNC LEASING CORP (the "Lessor"), a subsidiary of PNC Bank, National Association (the "Bank"),...Leasing Corp Pncbank Master Lease Agreement • March 29th, 2000 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
Exhibit 10.16 SEVERANCE AGREEMENT AND GENERAL RELEASE This Agreement is entered into this 29th day of December, 2000, in full and final settlement of all claims or potential claims, described more fully herein, between Richard T. Furlano on the one...Severance Agreement and General Release • March 27th, 2001 • Judge Group Inc • Services-computer integrated systems design
BACKGROUNDAgreement and Plan of Merger • December 11th, 1996 • Judge Group Inc • Services-computer integrated systems design • Pennsylvania
