Qad Inc Sample Contracts

Qad Inc – QAD Inc. 2016 STOCK INCENTIVE PROGRAM PERFORMANCE SHARE AGREEMENT (June 27th, 2019)

This grant of performance shares (“PSUs”) is made by QAD Inc. (the “Company”) to _____________________________ (the “Grantee”) as of the Grant Date set forth below, pursuant to the QAD Inc. 2016 Stock Incentive Program (the “Program”) and this Performance Share Agreement (the “Agreement”). The Program Administrators administering the Program have selected Grantee to receive the following grant of PSUs on the date specified in Section 1 (the “Grant Date”).

Qad Inc – CHANGE IN CONTROL AGREEMENT (April 16th, 2019)

This change in control agreement (this “Agreement”), is made and entered into as of December 19, 2018 (the “Effective Date”), by and between QAD Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Anton Chilton, an individual (the “Employee”).

Qad Inc – PARTNER AGREEMENT (June 30th, 2017)

This PARTNER AGREEMENT (the “Agreement”), made this 1st day of February, 2007 (hereinafter referred to as the “Effective Date”) by and between Progress Software Corporation, a Massachusetts corporation with a principal place of business at 14 Oak Park, Bedford, Massachusetts 01730 (hereinafter referred to as “PSC”) and QAD Inc., a Delaware corporation with a principal place of business at 6450 Via Real, Carpinteria, CA 93013, and QAD Ireland Ltd. (an Ireland company with a principal place of business at Hamilton House, National Technology Park, Limerick, Ireland and a wholly owned subsidiary of QAD Inc.). QAD Inc. and QAD Ireland Ltd. and the wholly and/or majority owned QAD subsidiaries listed in Exhibit J (are hereinafter collectively referred to as “QAD”. PSC and QAD are hereinafter collectively referred to as the “Parties”.

Qad Inc – QAD INC. 2016 STOCK INCENTIVE PROGRAM STOCK RIGHTS AGREEMENT (June 17th, 2016)

This grant of stock rights (“Stock Payments”) is made by QAD Inc. (the “Company”) to _____________________ (the "Grantee") as of the Grant Date set forth below, pursuant to the QAD Inc. 2016 Stock Incentive Program (the “Program”) and this Stock Rights Agreement (the “Agreement”). The Program Administrators administering the Program have selected Grantee to receive the following grant of Stock Payments on the date specified in Section 1 (the "Grant Date").

Qad Inc – QAD INC. 2016 STOCK INCENTIVE PROGRAM RESTRICTED STOCK UNIT AGREEMENT (June 17th, 2016)

This grant of restricted stock units (“RSUs”) is made by QAD Inc. (the “Company”) to _____________________ the "Grantee") as of the Grant Date set forth below, pursuant to the QAD Inc. 2016 Stock Incentive Program (the “Program”) and this Restricted Stock Unit Agreement (the “Agreement”). The Program Administrators administering the Program have selected Grantee to receive the following grant of RSUs on the date specified in Section 1 (the "Grant Date").

Qad Inc – QAD INC. 2016 STOCK INCENTIVE PROGRAM STOCK APPRECIATION RIGHTS AGREEMENT (June 17th, 2016)

This grant of stock appreciation rights (“SAR”) is made by QAD Inc. (the “Company”) to _____________________ (the "Grantee") as of the Grant Date set forth below, pursuant to the QAD Inc. 2016 Stock Incentive Program (the “Program”) and this Stock Appreciation Rights Agreement (the “Agreement”). The Program Administrators administering the Program have selected Grantee to receive the following SAR grant on the date specified in Section 1 (the "Grant Date").

Qad Inc – 3,000,000 Shares QAD Inc. Common Stock UNDERWRITING AGREEMENT January 15, 2015 (January 16th, 2015)

QAD Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) severally propose to sell to the several Underwriters, an aggregate of 3,000,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which 2,000,000 shares are to be issued and sold by the Company and 1,000,000 shares are to be sold by the Selling Stockholder in the respective amount set forth opposite its name in Schedule II hereto. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 450,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

Qad Inc – QAD INC., Issuer AND [ ], Trustee INDENTURE Dated as of [ ], 20[ ] Debt Securities (September 16th, 2014)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Qad Inc – SECOND AMENDMENT TO LOAN DOCUMENTS (July 17th, 2014)

This is the Second Amendment to the Loan Documents (hereinafter the "Amendment"). It is dated as of July 11, 2014. It is between QAD INC., a Delaware corporation (“Borrower”) and RABOBANK, N.A., a national banking association (“Lender”). Borrower and Lender agree as follows:

Qad Inc – BYLAWS OF QAD INC. (December 13th, 2013)
Qad Inc – Stock Purchase Agreement (January 3rd, 2013)
Qad Inc – FIRST AMENDMENT TO LOAN DOCUMENTS (July 17th, 2012)

This is the First Amendment to the Loan Documents (hereinafter the "Amendment"). It is dated as of July 13, 2012. It is between QAD INC., a Delaware corporation (“Borrower”) and RABOBANK, N.A., a national banking association (“Lender”). Borrower and Lender agree as follows:

Qad Inc – ESCROW AGREEMENT (June 8th, 2012)

THIS ESCROW AGREEMENT (the “Agreement”) is made this 6th day of June, 2012, by and among MIDMARK INVESTORS, L.P., a Delaware limited partnership, and MIDMARK CAPITAL, L.P., a Delaware limited partnership (each, an “Shareholder” and collectively, the “Shareholders”), QAD IRELAND LTD., an Irish limited liability company (the “Purchaser”), and MCCARTER & ENGLISH, LLP, a New Jersey limited liability partnership (the “Escrow Agent”). The Purchaser and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Qad Inc – SHARE PURCHASE AGREEMENT By and Among QAD IRELAND LTD., as the Buyer, and MIDMARK INVESTORS, L.P. and MIDMARK CAPITAL, L.P., as the Shareholders of DYNASYS, S.A. Dated as of June 6, 2012 (June 8th, 2012)

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of June 6, 2012 by and among MIDMARK INVESTORS, L.P., a Delaware limited partnership, and MIDMARK CAPITAL, L.P., a Delaware limited partnership (each, a “Shareholder,” and collectively, the “Shareholders”), and QAD IRELAND LTD., an Irish limited liability company registered with the Company Registration Office under number 281411 (the “Buyer”).

Qad Inc – REAL ESTATE TERM LOAN NOTE (June 5th, 2012)

This note is referred to in, and is subject to the terms and conditions of the Credit Agreement. Without limitation, the Credit Agreement contains provisions for acceleration of the maturity hereof upon the occurrence of certain stated events.

Qad Inc – 2002 MASTER AGREEMENT dated as of May 25, 2012 (June 5th, 2012)

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

Qad Inc – DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Santa Barbara County, California) THIS DOCUMENT SERVES AS A FINANCING STATEMENT FILED AS A FIXTURE FILING UNDER SECTION 9-502 OF THE CALIFORNIA UNIFORM COMMERCIAL CODE (June 5th, 2012)

This deed of trust is dated as of May 30, 2012. It is by QAD ORTEGA HILL, LLC, a Delaware limited liability company (d/b/a QAD OH, LLC in California) (“Grantor”) , as trustor and debtor, to and in favor of Rabobank, N.A., a national banking association (“Trustee”), whose address is 33 East Carrillo Street, Santa Barbara, Santa Barbara, California 93101, for the benefit of RABOBANK, N.A., a national banking association (“Lender”) on behalf of itself and, if Borrower enters into Interest Hedging Agreements with Swap Counterparties, as agent for the other Secured Parties (as defined herein) ("Beneficiary"), as beneficiary and secured party.

Qad Inc – International Swaps and Derivatives Association, Inc. SCHEDULE to the 2002 Master Agreement dated as of May 25, 2012, between Rabobank, N.A. (“Party A”) and QAD Ortega Hill, LLC, a Delaware limited liability company (“Party B”) (June 5th, 2012)
Qad Inc – Rabobank N.A. Derivative Confirmations Office Address 915 Highland Pointe Drive Suite 350, Roseville, CA 95678 Telephone 916 878 4601 Fax 916 772 0643 (June 5th, 2012)

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of an ISDA Master Agreement, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to an ISDA Master Agreement (each a ''Confirmation'') confirming transactions (each a ''Transaction'') entered into between us shall supplement, form part of, and be subject to an agreement in the form of the 2002 ISDA Maste

Qad Inc – CREDIT AGREEMENT (June 5th, 2012)

This agreement is dated as of May 30, 2012. It is between QAD ORTEGA HILL, LLC, a Delaware limited liability company (“Borrower”) and RABOBANK, N.A., a national banking association (“Lender”).

Qad Inc – DISBURSEMENT REQUEST AND AUTHORIZATION (July 14th, 2011)

This Disbursement Request and Authorization is hereby delivered to RABOBANK, N.A. (hereinafter referred to as “Lender”) by the undersigned (hereinafter referred to as “Borrower”), in reference to the following:

Qad Inc – CREDIT AGREEMENT (REVOLVING LINE OF CREDIT) (July 14th, 2011)

This agreement is dated as of July 8, 2011. It is between QAD INC., a Delaware corporation (“Borrower”), and RABOBANK, N.A., a national banking association (“Lender”).

Qad Inc – PROMISSORY NOTE (July 14th, 2011)

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to Rabobank, N.A., a national banking association (the "Lender") or order, in accordance with the provisions of the Agreement (as hereinafter defined) on the Line of Credit Maturity Date, the principal amount of each Line of Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 8, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), between the Borrower and the Lender. Capitalized terms used herein but not defined herein shall have the meaning ascribed thereto in the Agreement.

Qad Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (June 9th, 2011)

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 9, 2011, is entered into by and between QAD INC., a Delaware corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).

Qad Inc – Executive Termination Policy (June 9th, 2011)

This policy is designed to cover a limited number of QAD Inc. (Company) Executives (Executives) whose positions and titles are defined as Company President, Chief Executive Officer, Chief Financial Officer, and Executive Vice President; and for those Vice Presidents and other individuals as are specifically approved by the Compensation Committee of the Board (Compensation Committee) as eligible for inclusion under this policy. Only those Executives who are specifically selected by the Compensation Committee shall be eligible for benefits under this policy.

Qad Inc – Change In Control Policy (June 9th, 2011)

This policy is designed to cover a limited number of QAD Inc. (Company) individuals whose positions and titles are defined as Company President, Chief Executive Officer, Chief Financial Officer, and Executive Vice President and such Vice Presidents and other individuals as are specifically approved by the Compensation Committee of the Board (Compensation Committee) as eligible for inclusion under this policy (Executives). Only those Executives who are specifically selected by the Compensation Committee shall be eligible for benefits under this policy.

Qad Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (April 15th, 2011)

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 11, 2011, is entered into by and between QAD INC., a Delaware corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).

Qad Inc – PRESS RELEASE (December 16th, 2010)

SANTA BARBARA, Calif., December 15, 2010 — QAD Inc. (NASDAQ: QADI), a global provider of enterprise software and services, today announced that its stockholders approved the previously announced recapitalization plan at a special stockholders meeting held on December 14, 2010. The recapitalization plan, which is designed to increase financial flexibility for QAD and its stockholders, will establish two classes of common stock: Class A common stock with 1/20th of one vote per share and Class B common stock with one vote per share.

Qad Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QAD INC. (December 16th, 2010)

QAD Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify that:

Qad Inc – Notice to Holders of QAD Equity Awards (November 22nd, 2010)

As previously announced, QAD’s Board of Directors unanimously adopted a recapitalization plan designed to increase financial flexibility for QAD and its stockholders. The proposed recapitalization plan is subject to stockholder approval at a special meeting to be held December 14, 2010.

Qad Inc – Email to QAD Employees from Karl Lopker, CEO Earlier today we issued a press release on our plans to establish a dual class capital structure for QAD. (September 22nd, 2010)

Essentially we are proposing to create a new class of shares (Class A) with 1/20th voting rights. The current shares would be renamed ‘Class B’, and would maintain their normal voting rights. As a result of the recapitalization plan, each ten whole shares of existing common stock will become four Class A shares and one Class B share. To illustrate, a hypothetical QAD stockholder who currently owns 1,000 shares of common stock, will own 400 Class A shares, each with 1/20th of one vote, and 100 Class B shares, each with one vote, after the recapitalization. The immediate effect to all existing shareholders is that their shares would be divided into two types, while maintaining their current voting and economic interest in the company.

Qad Inc – CHANGE IN CONTROL AGREEMENT (April 15th, 2010)

This change in control agreement (this “Agreement”), is made and entered into as of March 24, 2010 (the “Effective Date”), by and between QAD Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Gordon Fleming, an individual (the “Employee”).

Qad Inc – QAD INC. 2006 STOCK INCENTIVE PROGRAM AMENDMENT NO. 1 (June 19th, 2009)

The Company’s Board of Directors have approved an amendment to the QAD Inc. 2006 Stock Incentive Program as of May 2009 subject to stockholder approval. The Company’s stockholders approved the amendment as of June 10, 2009.

Qad Inc – AMENDMENT AND WAIVER TO CREDIT AGREEMENT (April 14th, 2009)

This AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”), dated as of April 10, 2009, is entered into by and between QAD INC., a Delaware corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).

Qad Inc – CHANGE IN CONTROL AGREEMENT (April 14th, 2009)

This change in control agreement (this “Agreement”), is made and entered into as of December 18, 2008 (the “Effective Date”), by and between QAD Inc., a Delaware corporation, with its principal offices located at 100 Innovation Place, Santa Barbara, California 93108 (together with its successors and assigns permitted under this Agreement, the “Company”), and Daniel Lender who resides at 40 Alston Place, Santa Barbara, California 93108 (the “Employee”).