Collegis Inc Sample Contracts

Collegis Inc – CERTIFICATE OF INCORPORATION (August 8th, 2002)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COLLEGIS, INC. Collegis, Inc. (the "CORPORATION"), a corporation originally organized on May 23, 1996 and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify: I. That the Board of Directors of the Corporation duly adopted, by unanimous written consent, a resolution setting forth the Amended and Restated Certificate of Incorporation as set forth below, declaring its adoption advisable and submitting it to the stockholders entitled to vote in respect thereof for their consideration. II. That, in lieu of a meeting, by written consent executed in accordance with Section 228 of the DGCL, the holders of a majority of the

Collegis Inc – COLLEGIS, INC. 2002 STOCK INCENTIVE PLAN (July 10th, 2002)

Exhibit 10.3 COLLEGIS, INC. 2002 STOCK INCENTIVE PLAN ARTICLE 1. ESTABLISHMENT, OBJECTIVES AND DURATION 1.1 ESTABLISHMENT OF THE PLAN. Collegis, Inc., a Delaware corporation, has adopted this "Collegis, Inc. 2002 Stock Incentive Plan." Capitalized terms used herein will have the meanings given to them in Article 2. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, and Performance Shares. In addition, the Plan provides the opportunity for the deferral of the payment of salary, bonuses and other forms of incentive compensation. 1.2 OBJECTIVES OF THE PLAN. The Plan's objectives are to optimize the profitability and growth of the Company through long-term incentives that are consistent with the Company's objectives and that link Participants' interests to those of the Company's stockholders; to provi

Collegis Inc – AGREEMENT (July 10th, 2002)

AGREEMENT This agreement (this "Agreement") is dated as of the 17th day of July, 2002 by and between Collegis, Inc., a Delaware corporation ("Collegis") and Salt Creek Ventures, LLC, a Delaware limited liability company ("Salt Creek"). WHEREAS, Collegis wishes to continue receiving the administrative services that have been provided to it by Salt Creek, and WHEREAS, Salt Creek wishes to continue to provide such services, NOW THEREFORE, the parties hereto agree as follows: 1. During the Term of this Agreement, Salt Creek agrees to provide Collegis with administrative, supervisory and oversight services on an as-needed basis, including without limitation, (i) advisory services regarding corporate development, acquisitions, joint ventures and strategic partnerships; (ii) strategic planning; (iii) assessments regarding Collegis' competitive position; and (iv) sales support through senior client relationships. Salt Creek

Collegis Inc – COLLEGIS, INC. EMPLOYEE STOCK PURCHASE PLAN (July 10th, 2002)

Exhibit 10.4 COLLEGIS, INC. EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. Collegis, Inc., a Delaware corporation (the "Company"), has established this Collegis, Inc. Employee Stock Purchase Plan (the "Plan") to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company's Common Stock, and to align more closely the interests of those individuals and the Company's stockholders. The Company intends that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. 2. DEFINITIONS. Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word will be capitalized: "BOARD" means the Company's Board of Directors. "BUSINESS DAY" means any day the New York St

Collegis Inc – STOCK OPTION AGREEMENT (May 31st, 2002)

THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into as of this day of , , by and between COLLEGIS, Inc., a Delaware corporation (the "Company"), and (the "Holder").

Collegis Inc – September 22, 2000 (May 31st, 2002)

The purpose of this letter is to set forth certain understandings with respect to your employment with COLLEGIS, Inc. (the "Company").

Collegis Inc – TECHNOLOGY SPECIALISTS, INC. 1996 STOCK OPTION PLAN Adopted by the Board of Directors on April 11, 1996 (May 31st, 2002)
Collegis Inc – AMENDED AND RESTATED REGISTRATION, STOCKHOLDERS' AND JOINDER AGREEMENT (May 31st, 2002)

THIS AMENDED AND RESTATED REGISTRATION, STOCKHOLDERS' AND JOINDER AGREEMENT (this "Agreement"), dated as of August 31, 2001, is by and among CollegisEduprise, Inc., a Delaware corporation (successor by merger to Technology Specialists, Inc., a Pennsylvania corporation, and f/k/a COLLEGIS, Inc.) (the "Corporation"), the existing parties to the Original Registration Agreement (as defined below) signatories hereto (collectively, the "Investors"), and the other stockholders of the Corporation identified on the signature pages hereto as "Former Eduprise Investors" (collectively, the "Former Eduprise Investors") who, by execution of this Agreement, are consenting to be joined to and bound by the Original Registration Agreement, as amended and restated hereby.

Collegis Inc – SERVICES AGREEMENT (July 29th, 1998)

Exhibit 10.6 SERVICES AGREEMENT ------------------ This SERVICES AGREEMENT (this "AGREEMENT") is made this 15th day of February, 1998 by and between COLLEGIS, INC., a Delaware corporation (the "COMPANY"), and THE COLLEGIS RESEARCH INSTITUTE, a North Carolina not-for-profit corporation (the "INSTITUTE"). W I T N E S S E T H: -------------------- WHEREAS, the Company is engaged in the business of providing services related to computing and information technology throughout the United States including, without limitation, the development, use and application of Internet technologies and resources in the area of higher education; WHEREAS, the Institute is a not-for-profit corporation engaged in research and development activities in connection with the innova

Collegis Inc – REGISTRATION AGREEMENT (July 29th, 1998)

Exhibit 4.2 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "AGREEMENT"), dated April 11, 1996, is by and among Technology Specialists, Inc., a Pennsylvania corporation (the "CORPORATION"), the persons and entities identified on SCHEDULE 1 hereto (the "INVESTORS"), Robert Foley, Jr. ("FOLEY"), Claire Reid ("REID" and, together with Foley, the "EXECUTIVES") and Chemical Bank ("CHEMICAL BANK"). RECITALS A. The Investors have agreed to acquire approximately 80% of the securities of the Corporation pursuant to (i) that certain Stock Purchase Agreement, dated March 28, 1996 (the "PURCHASE AGREEMENT"), by and among the Corporation, the Investors and certain security holders of the Corporation and (ii) that certain Stock Redemption and Option Termination Agreement, dated as of March 28, 1996 (the "REDEMPTION AGREEMENT"), between t

Collegis Inc – 1996 STOCK OPTION PLAN (July 29th, 1998)

Exhibit 10.8 TECHNOLOGY SPECIALISTS, INC. 1996 STOCK OPTION PLAN Adopted by the Board of Directors on April 11, 1996 1. PURPOSE. The purpose of this 1996 Stock Option Plan (this "Plan") of Technology Specialists, Inc., a Pennsylvania corporation (the "Company"), is to provide a means whereby selected directors, officers and employees of the Company may be granted options to purchase shares of Series B Common Stock, par value $0.01 per share, of the Company ("Series B Common Stock"), in order to attract or retain the services of such directors, officers and employees by creating incentive compensation that directly relates to the Company's future performance and appreciation in value and to insure that such directors, officers and employees are aligned with the same performance target -- the maximization of the Company's

Collegis Inc – INCENTIVE, PUT AND NONCOMPETITION AGREEMENT (July 29th, 1998)

Exhibit 10.5 INCENTIVE, PUT AND NONCOMPETITION AGREEMENT THIS INCENTIVE, PUT AND NONCOMPETITION AGREEMENT (this "Agreement"), dated as of April 11, 1996, between Technology Specialists, Inc., a Pennsylvania corporation (the "Company"), and Robert Foley, Jr. (the "Executive"), an employee and security holder of the Company. RECITAL In connection with the TSI Stock Purchase Agreement and the Redemption and Termination Agreement, and in order to induce the Executive to remain in the employ of the Company, the Company and the Executive desire to enter into this Agreement. AGREEMENTS In consideration of the recitals and the mutual promises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, in

Collegis Inc – SETTLEMENT AGREEMENT (July 29th, 1998)

Exhibit 10.7 SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is made as of May 28, 1997 by and between COLLEGIS, Inc., a Delaware corporation formerly known as TSI Management Company and the successor to Technology Specialists, Inc. ("COLLEGIS"), and Claire Reid ("Reid"). RECITALS WHEREAS, COLLEGIS and Reid are parties to a certain Incentive, Put and Noncompetition Agreement, dated as of April 11, 1996, a copy of which is attached hereto as EXHIBIT A (the "Incentive Agreement"), a certain Registration Agreement, dated April 11, 1996, a copy of which is attached hereto as EXHIBIT B (the "Registration Agreement"), a certain Stock Option Agreement, dated as of April 11, 1996, a copy of which is attached hereto as EXHIBIT C (the "Old Option Agreement"), and a certain Stock Option Agreement, dated as of June 20, 199

Collegis Inc – CERTIFICATE OF INCORPORATION (July 29th, 1998)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TSI MANAGEMENT COMPANY FIRST: The name of the Corporation is TSI Management Company. SECOND: The address of the Corporation's registered office in the State of Delaware is: 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is: The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, including, but not limited to, acquiring, owning, using, dealing in and disposing of real and personal property of any nature whatsoever. FOURTH: The Corporation shall have perpetual existence. FIFTH: The total number of sha

Collegis Inc – WARRANT AGREEMENT (July 29th, 1998)

Exhibit 10.2 TECHNOLOGY SPECIALISTS, INC. WARRANT AGREEMENT WARRANT AGREEMENT, dated as of April 11, 1996 (the "AGREEMENT"), between TECHNOLOGY SPECIALISTS, INC., a Pennsylvania corporation (the "COMPANY") and CHEMICAL BANK (the "Lender WITNESSETH: ----------- WHEREAS, the Company, the Lender and Chemical Bank, as Administrative Agent, are parties to the Credit Agreement dated as of April __, 1996 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), pursuant to which, among other things, the Lender made term loans to the Company; WHEREAS, in order to induce the Lender to execute and deliver the Credit Agreement and to make such term loan to the Company, the Company has agreed to execute and deliver this Ag

Collegis Inc – EMPLOYMENT AGREEMENT (July 29th, 1998)

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and entered into as of this 1st day of November, 1997, by and between COLLEGIS, Inc., a Delaware corporation ("EMPLOYER"), with its principal place of business at 101 Southhall Lane, Suite 400, Maitland, Florida 32751, and Dr. William H. Graves, an individual ("EMPLOYEE"). WHEREAS, Employer is engaged in the business of providing services related to computing and information technology throughout the United States including, without limitation, the development, use and application of Internet technologies and resources in the area of higher education; WHEREAS, Employer may form a not-for-profit corporation (the "NEW INSTITUTE") to engage in research and development activities in connection with the innovation, use and application of distributed learning technologies and