Technisource Inc Sample Contracts

Technisource Inc – SHAREHOLDERS AGREEMENT (June 13th, 2002)

EXHIBIT 99.2 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT, dated as of June 10, 2002 (this "Agreement"), is made and entered into among IM Acquisition, Inc., a Delaware corporation ("Parent"), IM Merger Corp., a Florida corporation and wholly owned subsidiary of Parent ("Merger Sub"), Technisource, Inc., a Florida corporation ("Company"), J.W.C. Limited Partnership and Joseph W. Collard (the "Collard Shareholders") and J.F.R. Limited Partnership and James F. Robertson (the "Robertson Shareholders") (each of the Collard Shareholders and the Robertson Shareholders, a "Shareholder" and, collectively, the "Shareholders"). RECITALS: A. Parent, Merger Sub and Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Compa

Technisource Inc – STOCK OPTION AGREEMENT (June 13th, 2002)

Exhibit 99.3 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of June 10, 2002, is by and between IM Acquisition Inc., a Delaware corporation ("Parent"), and Technisource, Inc., a Florida corporation (the "Company"). WITNESSETH WHEREAS, Parent, IM Merger Corp., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the Company, concurrently with the execution and delivery of this Agreement, will enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), providing for, among other things, the acquisition of the Company by Parent by means of a cash tender offer for all of the outstanding shares of Company Common Stock (as defined in Section 1.1) and for the subsequent merger of Merger Subsidiary with and into the Company (the "Merger

Technisource Inc – AGREEMENT AND PLAN OF MERGER (June 13th, 2002)

EXHIBIT 99.1 ================================================================================ AGREEMENT AND PLAN OF MERGER Dated as of June 10, 2002 Among IM ACQUISITION, INC. IM MERGER CORP. and TECHNISOURCE, INC. ================================================================================ TABLE OF CONTENTS ARTICLE I. The Offer and the Merger..............................................................................2 Section 1.01. The Offer................................................................

Technisource Inc – NONQUALIFIED STOCK OPTION AGREEMENT (April 1st, 2002)

Exhibit 10.21 TECHNISOURCE, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this "Agreement"), effective as of December 7, 2001 (the "Date of Grant"), is made by and between Technisource, Inc., a Florida corporation (the "Company"), and C. Shelton James (the "Participant"). Background ---------- The Company has established the Technisource, Inc. Long-Term Incentive Plan (the "Plan"). The Company wishes to grant to the Participant a Nonqualified Stock Option pursuant to the terms of the Plan. Therefore, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the Company and the Participant agree as follows: 1. Grant of Option. In consideration of service to the Company and for other good a

Technisource Inc – EMPLOYMENT AGREEMENT (April 1st, 2002)

Exhibit 10.20 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of December 7, 2001, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and C. Shelton James ("Executive"). Recitals -------- Executive has been a member of the Company's Board of Directors since 1998. The employment of the Company's Chief Executive Officer has been terminated, and the Company is in need of an Interim Chief Executive Officer to serve until a permanent successor can be identified and hired. Executive has agreed to act in such interim capacity and the Company wishes to engage Executive in such capacity. Consequently, the Company's Board of Directors has approved the terms and conditions of the employment of Exec

Technisource Inc – NONQUALIFIED STOCK OPTION AGREEMENT (April 1st, 2002)

Exhibit 10.19 TECHNISOURCE, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement"), effective as of August 17, 2001 (the "Date of Grant"), is made by and between Technisource, Inc., a Florida corporation (the "Company"), and Andrew C. Hill (the "Participant"). Background ---------- The Company has established the Technisource, Inc. Long-Term Incentive Plan (the "Plan"). The Company wishes to grant to the Participant a Nonqualified Stock Option pursuant to the terms of the Plan. Therefore, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the Company and the Participant agree as follows: 1. Grant of Option. In consideration of service to the Company and for other good and valuab

Technisource Inc – EMPLOYMENT AGREEMENT (November 14th, 2000)

EXHIBIT 10.1 Draft of July 24, 2000 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of July 26, 2000, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and Andrew Hill (the "Employee"). Recitals A. The Company desires to engage Employee as a senior executive and as an important member of its management team, and Employee has agreed to be employed by the Company in such capacity, all on the terms set forth in this Agreement. Agreement For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are here

Technisource Inc – NONQUALIFIED STOCK OPTION AGREEMENT (May 15th, 2000)

EXHIBIT 10.2 TECHNISOURCE, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement"), effective as of January 3, 2000 (the "Date of Grant"), is made by and between Technisource, Inc., a Florida corporation (the "Company"), and Thomas Hoshko (the "Participant"). BACKGROUND The Company has established the Technisource, Inc. Long-Term Incentive Plan (the "Plan"). The Company wishes to grant to the Participant a Nonqualified Stock Option pursuant to the terms of the Plan. Therefore, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the Company and the Participant agree as follows: 1. GRANT OF OPTION. In consideration of service to the Company and for other good and valuable consideration, the Company grants to t

Technisource Inc – INCENTIVE STOCK OPTION AGREEMENT (May 15th, 2000)

EXHIBIT 10.3 TECHNISOURCE, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (the "Agreement"), effective as of January 3, 2000 (the "Date of Grant"), is made by and between Technisource, Inc., a Florida corporation (the "Company"), and Thomas Hoshko (the "Participant"). BACKGROUND The Company has established the Technisource, Inc. Long-Term Incentive Plan (the "Plan"). The Company wishes to grant to the Participant an Incentive Stock Option pursuant to the terms of the Plan. Therefore, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the Company and the Participant agree as follows: 1. GRANT OF OPTION. In consideration of service to the Company and for other good and valuable consideration, the Company grants to the

Technisource Inc – EMPLOYMENT AGREEMENT (May 15th, 2000)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of January 3, 2000, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and Tom Hoshko (the "Employee"). RECITALS A. The Company desires to engage Employee as a senior executive and as an important member of its management team, and Employee has agreed to be employed by the Company in such capacity, all on the terms set forth in this Agreement. AGREEMENT For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. EMPLOYMENT. The Company hereby employs

Technisource Inc – ASSET PURCHASE AGREEMENT (March 16th, 2000)

EXHIBIT 2 Execution Copy ASSET PURCHASE AGREEMENT among PRISM GROUP, LLC PRISM GROUP CONSULTING, LLC GUS GONZALEZ AND NANCY E. AGATIELLO REVOCABLE INTER-VIVOS TRUST BARBARA S. BERK NANCY AGATIELLO and TSRC.NET, INC. Dated: March 1, 2000 TABLE OF CONTENTS PAGE

Technisource Inc – MASTER REVOLVING PROMISSORY NOTE (May 17th, 1999)

EXHIBIT 10.2 MASTER REVOLVING PROMISSORY NOTE $25,000,000.00 Nassau, Bahamas January 19, 1999 FOR VALUE RECEIVED, the undersigned, TECHNISOURCE, INC., a Florida corporation, and TECHNISOURCE OF FLORIDA, INC., a Florida corporation, hereinafter called "MAKER", jointly and severally promise to pay to the order of NATIONSBANK, N.A., a national banking association, hereinafter called "BANK", or its successors or assigns, at its office at 100 Southeast 3rd Avenue, 10th Floor, Fort Lauderdale, Florida 33340, or at such other addresses as BANK or any subsequent holder of this Note may designate in writing from time to time, in the manner hereinafter set forth, in immediately available local, collected funds, the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000.00), or so mu

Technisource Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (May 17th, 1999)

EXHIBIT 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made as of the 9 day of March, 1999, by and between TECHNISOURCE, INC., a Florida corporation, and TECHNISOURCE OF FLORIDA, INC., a Florida corporation, a wholly-owned subsidiary of Technisource, Inc. (collectively, the "Borrower"), and NATIONSBANK, N.A., a national banking association (the "Lender"). W I T N E S S E T H: WHEREAS, the Borrower and the Lender previously entered into that certain Credit Agreement dated as of January 29, 1999 (the "Credit Agreement"); WHEREAS, the Borrower has requested, and the Lender has agreed, to modify and extend the Loan, subject to the terms and conditions contained herein and in the Credit Agreement; and WHEREAS, the parties hereto wish to amend the Credit Agreement as provided herein. NOW, THEREFORE, in

Technisource Inc – CREDIT AGREEMENT (May 17th, 1999)

EXHIBIT 10.1 CREDIT AGREEMENT BY AND AMONG TECHNISOURCE, INC., A FLORIDA CORPORATION, TECHNISOURCE OF FLORIDA, INC., A FLORIDA CORPORATION AND NATIONSBANK, N.A., A NATIONAL BANKING ASSOCIATION DATED AS OF JANUARY 29, 1999 TABLE OF CONTENTS PAGE ---- ARTICLE I - DEFINITIONS......................................................1 1.1 Definitions........................................................1 1.2 Accounting Terms....

Technisource Inc – UNDERWRITING AGREEMENT (June 23rd, 1998)

EXHIBIT 1 3,100,000 Shares TECHNISOURCE, INC. Common Stock UNDERWRITING AGREEMENT June __, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION WILLIAM BLAIR & COMPANY, L.L.C. As representatives of the several Underwriters named in Schedule I hereto c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Dear Sirs: Technisource, Inc., a Florida corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule I hereto (the "UNDERWRITERS") an aggregate of 3,100,000 shares of the Common Stock, par value $.01 per share, of the Company (the "FIRM SHARES"), all of which are to be issued and sold by the Company. Certain shareh

Technisource Inc – STOCK OPTION AGREEMENT (June 15th, 1998)

EXHIBIT 10.9 TECHNISOURCE, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement"), effective as of January 2, 1993, is made by and between Technisource, Inc., a Florida corporation (the "Company"), and Paul Cozza (the "Recipient"). In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Recipient agree as follows: 1. GRANT OF OPTION. The Company grants to the Recipient an option to purchase 303,158 shares of the Company's common stock in accordance with the terms and conditions of this Agreement (the "Option"). 2. OPTION PRICE. The purchase price of the shares of stock covered by the Option shall be $.1256 per share. 3. ADJUSTMENTS IN OPTION. In the event th

Technisource Inc – LONG-TERM INCENTIVE PLAN (June 15th, 1998)

EXHIBIT 10.8 TECHNISOURCE INC. LONG-TERM INCENTIVE PLAN I. PURPOSE The Technisource Long-Term Incentive Plan is adopted effective January 1, 1998. The Plan is designed to attract, retain and motivate selected Key Employees and Key Non-Employees of the Company and its Affiliates, and reward them for making major contributions to the success of the Company and its Affiliates. These objectives are accomplished by making long-term incentive awards under the Plan that will offer Participants an opportunity to have a greater proprietary interest in, and closer identity with, the Company and its Affiliates and their financial success. The Awards may consist of: 1. Incentive Options; 2. Nonstatutory Options; 3. Formula Options; 4. Restricted Stock; 5. Rights;

Technisource Inc – EMPLOYMENT AGREEMENT (June 15th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of January 1, 1998, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and Paul Cozza (the "Executive"). RECITALS A. Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key officer of the Company, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement. B. Executive was has been employed by the Company pursuant to a letter agre

Technisource Inc – REGISTRATION RIGHTS AGREEMENT (May 29th, 1998)

EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into effective as of April 21, 1998, by and between Technisource, Inc., a Florida corporation (the "Company"), and James F. Robertson ("Shareholder"). RECITALS A. Shareholder is a founder of the Company and owns 3,492,720 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"). The Company has agreed to grant the Shareholder certain registration rights in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows: 1. DEFINITIONS. The following terms shall have the meanings se

Technisource Inc – LONG-TERM INCENTIVE PLAN (May 29th, 1998)

EXHIBIT 10.8 TECHNISOURCE INC. LONG-TERM INCENTIVE PLAN I. PURPOSE The Technisource Long-Term Incentive Plan is adopted effective January 1, 1998. The Plan is designed to attract, retain and motivate selected Key Employees and Key Non-Employees of the Company and its Affiliates, and reward them for making major contributions to the success of the Company and its Affiliates. These objectives are accomplished by making long-term incentive awards under the Plan that will offer Participants an opportunity to have a greater proprietary interest in, and closer identity with, the Company and its Affiliates and their financial success. The Awards may consist of: 1. Incentive Options; 2. Nonstatutory Options; 3. Formula Options; 4. Restricted Stock; 5. Rights;

Technisource Inc – ARTICLES OF INCORPORATION (May 29th, 1998)

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TECHNISOURCE, INC. In accordance with Section 607.1007 of the Florida Statutes, the Articles of Incorporation of TECHNISOURCE, INC., a Florida corporation (the "Corporation"), are hereby amended and restated (the "Amended and Restated Articles") to read in their entirety as follows: ARTICLE I - NAME The name of the Corporation is Technisource, Inc. ARTICLE II - ADDRESS The mailing address for the Corporation is 1901 W. Cypress Creek Road, Suite 202, Ft. Lauderdale, Florida 33309. ARTICLE III - DURATION The duration of the Corporation shall be perpetual. ARTICLE IV - P

Technisource Inc – EMPLOYMENT AGREEMENT (May 29th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of January 1, 1998, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and James F. Robertson (the "Executive"). RECITALS Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key founding officer of the Company, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement. AGREEMENT For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as f

Technisource Inc – REGISTRATION RIGHTS AGREEMENT (May 29th, 1998)

EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into effective as of April 21, 1998, by and between Technisource, Inc., a Florida corporation (the "Company"), and Joseph W. Collard ("Shareholder"). RECITALS A. Shareholder is a founder of the Company and owns 3,635,280 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"). The Company has agreed to grant the Shareholder certain registration rights in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows: 1. DEFINITIONS. The following terms shall have the meanings se

Technisource Inc – STOCK OPTION AGREEMENT (May 29th, 1998)

EXHIBIT 10.9 TECHNISOURCE, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement"), effective as of January 2, 1993, is made by and between Technisource, Inc., a Florida corporation (the "Company"), and Paul Cozza (the "Recipient"). In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Recipient agree as follows: 1. GRANT OF OPTION. The Company grants to the Recipient an option to purchase 300,000 shares of the Company's common stock in accordance with the terms and conditions of this Agreement (the "Option"). 2. OPTION PRICE. The purchase price of the shares of stock covered by the Option shall be $.1256 per share. 3. ADJUSTMENTS IN OPTION. In the event th

Technisource Inc – EMPLOYMENT AGREEMENT (May 29th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of November 11, 1997, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and John Morton (the "Executive"). RECITALS Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key officer of the Company, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement. AGREEMENT For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. EM

Technisource Inc – EMPLOYMENT AGREEMENT (May 29th, 1998)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of January 1, 1998, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and Joseph W. Collard (the "Executive"). RECITALS Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key founding officer of the Company, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement. AGREEMENT For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable

Technisource Inc – EMPLOYMENT AGREEMENT (May 29th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of January 1, 1998, is entered into between Technisource, Inc., a Florida corporation (the "Company"), and Paul Cozza (the "Executive"). RECITALS A. Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key officer of the Company, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement. B. Executive was has been employed by the Company pursuant to a letter agre

Technisource Inc – LEASE (May 29th, 1998)

LEASE THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the 31st day of January, 1998 by and between Highwoods/Florida Holdings, L.P. ("Landlord"), whose address for purposes hereof is 3440 Hollywood Boulevard, Suite #420, Hollywood, Florida 33021 and Technisource, Inc., a Florida corporation ("Tenant"), whose addresses for purposes hereof is 1901 W. Cypress Creek Road, Fort Lauderdale, Florida 33309. 1. Subject to and upon the terms, provisions, covenants and conditions set forth in this Lease, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord leases, demises and lets to Tenant and Tenant leases, demises and lets from Landlord those certain premises (the "Premises" or "Leased Premises") in the building known as GULF-ATLANTIC CENTER (the

Technisource Inc – NONQUALIFIED STOCK OPTION AGREEMENT (May 29th, 1998)

EXHIBIT 10.10 TECHNISOURCE, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement"), effective as of November 11, 1997 (the "Date of Grant"), is made by and between Technisource, Inc., a Florida corporation (the "Company"), and John Morton (the "Participant"). BACKGROUND The Company has established the Technisource, Inc. Long-Term Incentive Plan (the "Plan"). The Company wishes to grant to the Participant a Nonqualified Stock Option pursuant to the terms of the Plan. Therefore, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the Company and the Participant agree as follows: 1. GRANT OF OPTION. In consideration of service to the Company and for other good and valuable consideration, the Company grants to t