Accpac International Inc Sample Contracts

Accpac International Inc – ACCPAC INTERNATIONAL, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN (December 18th, 2002)
Accpac International Inc – WAIVER, CONSENT AND AGREEMENT (December 18th, 2002)

THIS WAIVER, CONSENT AND AGREEMENT IS MADE BY AND BETWEEN Computer Associates International, Inc., a Delaware corporation ("CAI") and ACCPAC International, Inc., a Delaware corporation ("ACCPAC").

Accpac International Inc – PRODUCT TRANSFER AGREEMENT (December 18th, 2002)

This Product Transfer Agreement (the "Agreement") is made and entered into in Islandia, New York as of this 1st day of January, 2000 (the "Effective Date"), by and between Computer Associates International, Inc., a Delaware corporation having its principal place of business at One Computer Associates Plaza, Islandia, New York 11788-7000 ("CA") and ACCPAC International, Inc. ("ACCPAC"), a Delaware corporation having its principal place of business at 6700 Koll Center Parkway, Third Floor, Pleasanton, CA 94566.

Accpac International Inc – PROMISSORY NOTE (December 18th, 2002)

FOR VALUE RECEIVED, ACCPAC International, Inc. ("Borrower"), agrees to pay to the order of Computer Associates International, Inc., One Computer Associates Plaza, Islandia, New York 11788, the principal sum of five million dollars ($5,000,000) plus interest, if any, as set forth herein on the earlier to occur of (i) the closing of an initial public offering of common stock of ACCPAC International, Inc. and (ii) December 31, 1999.

Accpac International Inc – AGREEMENT (December 18th, 2002)

THIS AGREEMENT, by and between ACCPAC Canada Inc. ("ACCPAC Canada") and Bentall Properties Ltd. and Westminster Management Corporation ("Landlord") is entered into this 21st day of February, 2001.

Accpac International Inc – AMENDED AND RESTATED REAL ESTATE AGREEMENT (December 18th, 2002)

AMENDED AND RESTATED REAL ESTATE AGREEMENT, dated as of October 1, 2001 between ACCPAC INTERNATIONAL, INC., a Delaware corporation (the "Company"), and COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation ("Computer Associates").

Accpac International Inc – ACCPAC INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLAN (December 18th, 2002)
Accpac International Inc – CONTRIBUTION AGREEMENT (December 18th, 2002)

CONTRIBUTION AGREEMENT dated January 7, 1998 by and between Computer Associates International, Inc. ("CA") and ACCPAC International, Inc. ("AI").

Accpac International Inc – LEASE AMENDING AGREEMENT (December 18th, 2002)

BETWEEN: BENTALL PROPERTIES LTD., a body corporate, having its head office at Suite 1800, Four Bentall Centre, in the City of Vancouver, in the Province of British Columbia and

Accpac International Inc – AMENDED AND RESTATED BY-LAWS OF ACCPAC INTERNATIONAL, INC. (December 18th, 2002)

such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs.

Accpac International Inc – INDEMNIFICATION AGREEMENT (December 18th, 2002)

This Indemnification Agreement ("Agreement") is made as of , 2002 by and between ACCPAC International, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").

Accpac International Inc – BERNAL CORPORATE PARK BERNAL CORPORATE PLAZA I OFFICE LEASE BETWEEN PATRICIAN ASSOCIATES, INC. a California corporation ("LANDLORD") AND ACCPAC INTERNATIONAL, INC. a Delaware corporation ("TENANT") June 5, 1998 (December 18th, 2002)

THIS LEASE is made as of the 5th day of June, 1998, by and between PATRICIAN ASSOCIATES, INC., a California corporation ("Landlord"), and ACCPAC INTERNATIONAL, INC., a Delaware corporation ("Tenant").

Accpac International Inc – ACCPAC INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN (December 18th, 2002)
Accpac International Inc – PROMISSORY NOTE (December 18th, 2002)

FOR VALUE RECEIVED, ACCPAC INTERNATIONAL, INC. (the "Payor"), hereby promises to pay to the order of COMPUTER ASSOCIATES INTERNATIONAL, INC. or its assigns (the "Payee"), in lawful money of the United States of America, the principal sum of $26,700,000. Commencing April 1, 2001, this Note shall bear interest on the unpaid principal at the rate of seven and one-half percent (7.5%) per annum. Notwithstanding any provision of this Note, it is the intent of the parties that in any event any interest specified herein is found to violate any applicable law or regulation, this Note shall be construed or deemed amended so that the interest is reduced to the extent necessary to comply with such applicable law or regulation.

Accpac International Inc – SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (December 18th, 2002)

THIS SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of December 2002, between ACCPAC International, Inc., a Delaware corporation (the "Company"), and the person listed in Schedule 1, Part 1.

Accpac International Inc – PRICE BOOK LICENSE AGREEMENT (December 18th, 2002)

This License Agreement is effective as of the last signature date below (the "Effective Date") by and between ACCPAC International, Inc. ("Licensee"), located at 6700 Koll Center Parkway, Third Floor, Pleasanton, CA 94566, and Computer Associates International, Inc. ("CA") located at One Computer Associates Plaza, Islandia, New York 11749.

Accpac International Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCPAC INTERNATIONAL, INC. (December 18th, 2002)

ACCPAC INTERNATIONAL, INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Accpac International Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 18th, 2002)

This Assignment and Assumption Agreement (this "Assignment") is made and entered into in Islandia, New York as of July 14, 2000 (the "Effective Date") by and between Computer Associates International, Inc. ("CA" or "Assignor"), a Delaware corporation having its principal place of business at One Computer Associates Plaza, Islandia, New York 11749, and ACCPAC International, Inc. ("ACCPAC" or "Assignee"), a Delaware corporation having its principal place of business at 6700 Koll Center Parkway, Third Floor, Pleasanton, California 94566.

Accpac International Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 18th, 2002)

This Assignment and Assumption Agreement (this "Assignment") is made and entered into as of July 13, 2000 (the "Effective Date") by and between Computer Associates Africa (Pty) Ltd. ("CA Africa" or "Assignor"), a company organized and existing under the laws of the Republic of South Africa and a subsidiary of Computer Associates International, Inc. ("CAI"), having its principal place of business at 6 Kikuyu Road, Sunninghill Park, Sunninghill Extension 56, Sandton 2157, Rivonia, South Africa 2128, and ACCPAC Africa (Pty) Ltd. ("ACCPAC Africa" or "Assignee"), a company organized and existing under the laws of the Republic of South Africa and a subsidiary of ACCPAC International, Inc.("AI"), having its principal place of business at 3 Fifth Avenue, Rivonia, Johannesburg, Gauteng, South Africa 2146.

Accpac International Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 18th, 2002)

This Assignment and Assumption Agreement (this "Assignment") is made and entered into as of August 15, 2000 (the "Effective Date") by and between Computer Associates Pty Limited ("CA Australia" or "Assignor"), a company organized and existing under the laws of Australia and a subsidiary of Computer Associates International, Inc. ("CAI"), having its principal place of business at 407 Pacific Highway, Artarmon, NSW 2064, and ACCPAC Australia Pacific, Inc. ("ACCPAC Australia" or "Assignee"), a company organized and existing under the laws of California and a subsidiary of ACCPAC International, Inc. ("AI"), having its principal place of business at Suite 3, 4 Charles Street, Petersham NSW 2049, Sydney, Australia.

Accpac International Inc – RESTATED CERTIFICATE OF INCORPORATION (August 20th, 1998)

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ACCPAC INTERNATIONAL, INC. * * * * * I. ACCPAC INTERNATIONAL, INC. a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary of State of the State of Delaware on October 8, 1997 under the name ACCPAC International, Inc., HEREBY CERTIFIES that this Restated Certificate of Incorporation restating, integrating and amending its Certificate of Incorporation that was originally filed with the Secretary of State of the State of Delaware on October 8, 1997, was duly adopted by its Board of Directors and its stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "Delaware General Corporatio

Accpac International Inc – OFFICE LEASE (August 20th, 1998)

Exhibit 10.5 BERNAL CORPORATE PARK BERNAL CORPORATE PLAZA I OFFICE LEASE BETWEEN PATRICIAN ASSOCIATES, INC. A CALIFORNIA CORPORATION

Accpac International Inc – 1998 STOCK INCENTIVE PLAN (August 20th, 1998)

Exhibit 10.4 ACCPAC INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN I. PURPOSE. The purpose of the ACCPAC INTERNATIONAL, INC. 1998 Stock Incentive Plan is to promote the growth and profitability of ACCPAC INTERNATIONAL, INC. (the "Company") and its subsidiaries and to provide officers and key employees of the Company and its subsidiaries with an incentive to achieve long-term corporate objectives, to attract and retain key employees of outstanding competence, and to provide such key employees with an opportunity to acquire an equity interest in the Company. Options granted hereunder may be either Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, at the discretion of the Committee and as reflected in the terms of the written option agreement II. DEFIN

Accpac International Inc – CONTRIBUTION AGREEMENT (August 20th, 1998)

Exhibit 10.1 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT dated January 7, 1998 by and between Computer Associates International, Inc. ("CA") and ACCPAC INTERNATIONAL, INC. ("AI"). WHEREAS, the Board of Directors of CA has determined that it is in the best interest of CA and its shareholders to separate the business conducted by CA's ACCPAC independent Business Unit ("iBU") into a separate business; and WHEREAS, in furtherance of the foregoing it is appropriate and desirable to transfer the assets used in the operation of the ACCPAC iBU to AI and its subsidiaries and to cause AI and its subsidiaries to assume the liabilities which have arisen in the course of the operation of the ACCPAC iBU, all as more fully described in this Agreement; and WHEREAS, the Board of Directors of CA has further determined that it is appropriate and desirable, on the terms and

Accpac International Inc – Underwriting Agreement (August 20th, 1998)

Exhibit 1.1 ACCPAC INTERNATIONAL, INC. ____ Shares of Common Stock Underwriting Agreement __________, 1998 J.P. MORGAN SECURITIES INC. SG COWEN SECURITIES CORPORATION As Representatives of several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260 Ladies and Gentlemen: ACCPAC INTERNATIONAL, INC., a Delaware corporation (the "Company") and a subsidiary of Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), proposes to issue and sell to the several Underwriters listed on Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of _____ shares (the "Underwritten Shares") of common st