Concours Group Inc Sample Contracts

Concours Group Inc – Underwriting Agreement (August 7th, 2000)

1 EXHIBIT 1.1 The Concours Group, Inc. Shares(1) Common Stock ($0.01 par value) Underwriting Agreement New York, New York August , 2000 Salomon Smith Barney Inc. U.S. Bancorp Piper Jaffray Inc. William Blair & Company, L.L.C. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: The Concours Group, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representativ

Concours Group Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (July 6th, 2000)

1 Exhibit 10.18 THE CONCOURS GROUP, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN 2 TABLE OF CONTENTS Section 1. Purpose...............................................................1 Section 2. Definitions...........................................................1 (a) "Account"..............................................................1 (b) "Administrator"........................................................1 (c) "Board"................................................................1 (d) "Code".................................................................1 (e) "Company"..............................................................1 (f) "Compensation"....................................

Concours Group Inc – 2000 DIRECTOR STOCK OPTION PLAN (May 2nd, 2000)

1 EXHIBIT 10.16 AMENDMENT TO 2000 DIRECTOR STOCK OPTION PLAN OF THE CONCOURS GROUP, INC. This AMENDMENT ("Amendment") to the 2000 Director Stock Option Plan of The Concours Group, Inc. (the "Plan") is effective as of March 17, 2000. All capitalized terms used and not defined herein shall have the meaning set forth in the Plan. WHEREAS, the Board of Directors of The Concours Group, Inc. (the "Company") previously adopted the Plan effective as of March 9, 2000; WHEREAS, the Company's stockholders approved the Plan by unanimous written consent effective as of March 9, 2000; and WHEREAS, effective as of March 17, 2000, the Company's Board of Directors approved an amendment to the Plan to modify certain terms of the Plan; NOW, THEREFORE, be it resolved, that the Plan is hereby amende

Concours Group Inc – STOCK OPTION PLANS (May 2nd, 2000)

1 EXHIBIT 10.17 AMENDMENT TO STOCK OPTION PLANS OF THE CONCOURS GROUP, INC. This AMENDMENT ("Amendment") to the 1997 Employee Stock Option Plan, the 1998 Employee Stock Option Plan, the 1998 European Equity Compensation Plan, the 1999 Employee Stock Option Plan, the 2000 Employee Stock Option Plan, the 2000 International Equity Compensation Plan, and the 2000 Senior Executive Plan of The Concours Group, Inc. (collectively, the "Plans") is effective as of March 17, 2000. All capitalized terms used and not defined herein shall have the meaning set forth in the Plans. WHEREAS, the Board of Directors of The Concours Group, Inc. (the "Company") previously adopted the Plans; WHEREAS, the Company's stockholders approved the Plans by unanimous written consent; and WHEREAS, effective March 1

Concours Group Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 17th, 2000)

1 EXHIBIT 3.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CONCOURS GROUP, INC. The Concours Group, Inc. (the "Corporation"), a corporation organized and existing under the General corporation Law of the State of Delaware, as amended (the "DGCL"), hereby certifies that: FIRST: All of the directors of the Corporation have executed a Unanimous Written Consent of Directors of the Corporation in accordance with the provisions of Section 141(f) of the DGCL, in which they adopted, among others, the following resolution with respect to the proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation (the "Amendment"): RESOLVED, that the Amended and Restated Certificate o

Concours Group Inc – Irrevocable Proxy (March 17th, 2000)

1 EXHIBIT 4.2 Irrevocable Proxy Section 1. Grant of Proxy. The undersigned stockholder of The Concours Group, Inc., a Delaware corporation (the "Company"), hereby irrevocably appoints the Proxyholder, as defined in Section 5 below, the sole and exclusive proxy of the undersigned, with respect to the voting of all shares of stock of the Company currently owned by the undersigned, and any other shares of stock or other voting securities, of any class or series, of the Company or of any entity into or with which the Company may be merged or consolidated, that the undersigned may hereafter acquire by any means from the Company or from any other person or entity, including shares issued as stock dividends or pursuant to any recapitalization or reorganization, and shares issued in exchange for any such shares or voting securities in any merger, consolidation, reorganization, or transfer

Concours Group Inc – 2000 DIRECTOR STOCK OPTION PLAN (March 17th, 2000)

1 EXHIBIT 10.11 THE CONCOURS GROUP, INC. 2000 DIRECTOR STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This 2000 Director Stock Option Plan (the "Plan") is intended as an incentive to attract and retain as independent nonemployee directors on the Board of Directors (the "Board") of The Concours Group, Inc., a Delaware corporation (the "Company"), persons of training, experience and ability, to encourage the sense of proprietorship of such persons and to stimulate the active interests of such persons in the development and financial success of the Company. It is further intended that options granted pursuant to this Plan (the "Options") shall constitute nonqualified stock options within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended ("Code"). 2. SHARES AND OPTIONS. Subject to adjustments in Paragrap

Concours Group Inc – INVESTMENT AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.15 INVESTMENT AGREEMENT This Investment Agreement (the "AGREEMENT") is executed as of February ___, 2000 by and between The Concours Group, Inc., a Delaware corporation (the "COMPANY"), Thayer Equity Investors IV, L.P. a Delaware limited partnership ("THAYER"), and Thayer CGI Partners LLC, a Delaware limited liability company (each, an "INVESTOR" and collectively, the "INVESTORS"). RECITALS: A. The Investors desire to invest in the Company by purchasing shares of the Company's capital stock; and B. The Company desires to sell such shares of capital stock to the Investors. NOW, THEREFORE, the Company and the Investors hereby agree as follows: 1. PURCHASE AND SALE OF STOCK. 1.1 PURCHASE AND SALE; PURCHASE PRICE. The Investors hereby agree to purchase from the Compan

Concours Group Inc – 1997 EMPLOYEE STOCK OPTION PLAN (March 17th, 2000)

1 EXHIBIT 10.4 1997 EMPLOYEE STOCK OPTION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This 1997 Employee Stock Option Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "ACT" shall mean the Securities Exchange Act of 1934, as amended. (b) "BOARD" shall mean the Board of Directors of the Company. (c) "BUSINESS DAY" shall mean (i) if the Shares trade on a national exchange,

Concours Group Inc – REPURCHASE RIGHTS AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.3 REPURCHASE RIGHTS AGREEMENT BY AND AMONG THE CONCOURS GROUP, INC., A DELAWARE CORPORATION AND THE SHAREHOLDERS OF CEPRO AB LISTED ON EXHIBIT A 2 REPURCHASE RIGHTS AGREEMENT This Repurchase Rights Agreement (this "AGREEMENT") is made as of the close of Concours' business on February 29, 2000 (the "EFFECTIVE DATE"), by and among The Concours Group, Inc. ("CONCOURS"), a Delaware corporation, and the shareholders of Cepro AB ("CEPRO"), a Swedish private company, listed on Exhibit A hereto (the "SELLING SHAREHOLDERS"). RECITALS Concours and the Selling Shar

Concours Group Inc – AND NONDISCLOSURE AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.13 NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE AGREEMENT This Noncompetition, Nonsolicitation and Nondisclosure Agreement (the "AGREEMENT") is effective as of ___________ (the "EFFECTIVE DATE"), by and between The Concours Group, Inc., a Delaware corporation (the "COMPANY"), and __________________ , a resident of _______________ (the "EMPLOYEE"). R E C I T A L S: A. The Company has agreed to employ the Employee as an employee of the Company for the term expressed herein and the Employee has agreed to accept such employment. B. The Company has valuable proprietary information and relationships with its other employees which it desires to protect. NOW THEREFORE, the Company and the Employee hereby agree as follows: 1. TERM OF EMPLOYMENT 1.1 The

Concours Group Inc – 1998 EMPLOYEE STOCK OPTION PLAN (March 17th, 2000)

1 Exhibit 10.5 1998 EMPLOYEE STOCK OPTION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This 1998 Employee Stock Option Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "ACT" shall mean the Securities Exchange Act of 1934, as amended. (b) "BOARD" shall mean the Board of Directors of the Company. (c) "BUSINESS DAY" shall mean (i) if the Shares trade on a national exchange,

Concours Group Inc – CERTIFICATE OF INCORPORATION (March 17th, 2000)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CONCOURS GROUP, INC. The Concours Group, Inc., a corporation organized and existing under the Delaware General Corporation Law (the "DGCL"), HEREBY CERTIFIES as follows: A. The name of the Corporation is The Concours Group, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 10, 1997, as amended on August 26, 1998. B. This Amended and Restated Certificate of Incorporation has been adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. C. The text of the Certificate of Incorporation of the Corporation is hereby restated and amended to read in its entirety as follows:

Concours Group Inc – EXCHANGE AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.2 EXCHANGE AGREEMENT BY AND AMONG THE CONCOURS GROUP, INC., A DELAWARE CORPORATION AND THE SHAREHOLDERS OF CEPRO AB LISTED ON EXHIBIT A DATED AS OF FEBRUARY 29, 2000 2 TABLE OF CONTENTS Page ---- EXCHANGE AGREEMENT................................................................1 RECITALS................................................

Concours Group Inc – 2000 EMPLOYEE STOCK OPTION PLAN (March 17th, 2000)

1 EXHIBIT 10.7 2000 EMPLOYEE STOCK OPTION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This 2000 Employee Stock Option Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "ACT" shall mean the Securities Exchange Act of 1934, as amended. (b) "BOARD" shall mean the Board of Directors of the Company. (c) "BUSINESS DAY" shall mean (i) if the Sha

Concours Group Inc – 1998 EUROPEAN EQUITY COMPENSATION PLAN (March 17th, 2000)

1 EXHIBIT 10.8 1998 EUROPEAN EQUITY COMPENSATION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This European Equity Compensation Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries with respect to their European operations, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. The Plan is designed to meet this intent by offering cash incentives and other equity based incentive awards, thereby providing such individuals a proprietary interest in pursuing the long-term growth, profitability and financial success of The Concours Group, Inc. and its Subsidiaries. S

Concours Group Inc – REGISTRATION RIGHTS AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.14 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 28, 2000 (the "Agreement"), amends and restates that certain Registration Rights Agreement, dated as of February 5, 1997 (the "ORIGINAL REGISTRATION RIGHTS AGREEMENT") by and among The Concours Group, Inc., a Delaware corporation (the "COMPANY"), and Tallard B.V., a Netherlands company ("TALLARD"), which Original Registration Rights Agreement was entered into in connection with that certain Investment Agreement, dated as of February 5, 1997 (the "INVESTMENT AGREEMENT"), by and among the Company, Tallard and Union Atlantic, L.C., a Florida limited liability company, and which Original Registration Rights Agreement was amended by that certain Amendment to Registration Rights Agreement, dated as of March 5, 19

Concours Group Inc – STOCK PURCHASE AND DEBT CONVERSION AGREEMENT (March 17th, 2000)

1 EXHIBIT 10.1 STOCK PURCHASE AND DEBT CONVERSION AGREEMENT This Stock Purchase and Sale Agreement (this "AGREEMENT") is executed effective as of February 1, 2000 (the "EFFECTIVE DATE"), by and among The Concours Group, Inc., a Delaware corporation (the "COMPANY"), Dr. Ron Christman, solely in his capacity as Trustee of that certain Voting Trust Agreement effective as of February 5, 1997 (the "Trustee"), Tallard B.V., a Netherlands company ("TALLARD"), Infologix (BVI) Limited, a British Virgin Islands company ("INFOLOGIX"). R E C I T A L S 1. Lingfield A.B., a Swedish company ("LINGFIELD"), and Tallard are related parties. Lingfield and the Company were parties to that certain Loan Agreement, dated as of March 5, 1999, as amended July 16, 1999 and August 23, 1999 (the "LOAN AGREEMENT"), whereby Lingfield agreed to loan to the Company up to

Concours Group Inc – 2000 INTERNATIONAL EQUITY COMPENSATION PLAN (March 17th, 2000)

1 EXHIBIT 10.9 2000 INTERNATIONAL EQUITY COMPENSATION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This 2000 International Equity Compensation Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries with respect to their international operations, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. The Plan is designed to meet this intent by offering cash incentives and other equity based incentive awards, thereby providing such individuals a proprietary interest in pursuing the long-term growth, profitability and financial success of The Concours Group, Inc. and its Subsidiar

Concours Group Inc – 1999 EMPLOYEE STOCK OPTION PLAN (March 17th, 2000)

1 EXHIBIT 10.6 1999 EMPLOYEE STOCK OPTION PLAN FOR THE CONCOURS GROUP, INC. SECTION 1. PURPOSE. This 1999 Employee Stock Option Plan of The Concours Group, Inc. is intended as an incentive to attract and retain qualified and competent employees, consultants, advisors and directors for the Company and its Subsidiaries, upon whose efforts and judgment the success of the Company is largely dependent, through the encouragement of stock ownership in the Company by such persons. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "ACT" shall mean the Securities Exchange Act of 1934, as amended. (b) "BOARD" shall mean the Board of Directors of the Company. (c) "BUSINESS DAY" shall mean (i) if the Shares trade on