White House Inc/Md Sample Contracts

White House Inc/Md – ADDITIONAL PROVISIONS 1. INCORPORATION OF THE STANDARD TERMS AND CONDITIONS. This Lease Schedule incorporates the terms and conditions of the Master Lease Agreement dated _____________________ between Lessor and Lessee. Capitalized terms used in this Lease Schedule and not otherwise defined shall have the meanings ascribed thereto in the Master Lease Agreement. 2. PURCHASE OPTION. PROVIDED THERE ARE NO CONTINUING EVENTS OF DEFAULT, LESSEE MAY AT THE END OF THE LEASE TERM PURCHASE THE EQUIPMENT FOR $1.00. 3. ENTIRE AGREEMENT. This Lease Schedule, together with the incorporated terms and conditi (June 24th, 2003)

EXHIBIT 10.14 MASTER LEASE AGREEMENT Lessee Full Name and Full Address: Lease No. ------------------ THE WHITE HOUSE, INC. 6711 BAYMEADOW DRIVE GLEN BURNIE, MD 21060 Name and Phone No. of Lessee Contact: STEVE HIRSCH Lessee Form of Organization: CORPORATION Fed Tax I.D. No. 52-1413575 (corporation, partnership, limited Date of Master Lease liability company, individual, etc.): Agreement: ------------------ Lessee's State of Organization: MD Lessee's State Organization (if a corporation or registered Identification Number: D01984772 organization For and in consideration of the mutual promises set forth below. CARLTON FINANCIAL CORPORATION ("Lessor") and the lessee named above ("Lessee") agree as follows: 1. MASTER LEASE. This Master Lease Agreement ("Master Lease") provides terms and conditions the parties hereto intend be applicable to various lease transactions. Each lease contract shall be evidenced by a Lease Schedule, in the form attached hereto as Exhibit A, executed by Lessor and

White House Inc/Md – NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------------- William Blair & Company, L.L.C......................................... SG Cowen Securities Corporation........................................ RBC Dain Rauscher Inc.................................................. Total............................................................. SCHEDULE B NUMBER OF FIRM NUMBER OF OPTION SHARES TO BE SOLD SHARES TO BE SOLD ----------------- ------------------ Company ................................................................ Richard Sarmiento .......................... (June 24th, 2003)

Exhibit 1.1 THE WHITE HOUSE, INC. _________________ Shares Common Stock (Plus an Option to Acquire Up to ____ Shares to Cover Overallotments) UNDERWRITING AGREEMENT _________________ ____, 2003 William Blair & Company, L.L.C. SG Cowen Securities Corporation RBC Dain Rauscher Inc. As Representatives of the Several Underwriters Named in Schedule A c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Ladies and Gentlemen: SECTION 1. INTRODUCTORY. The White House, Inc. ("Company"), a Maryland corporation, proposes to issue and sell an aggregate of ________________ shares of common stock, having par value of $0.01 per share ("Common Stock"), and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in SCHEDULE B) propose to sell ________ shares of the Company's issued and outstanding Common Stock to the several underwriters named in SCHEDULE A as it may be amended by the Pricing Agreement hereinafter defined ("Unde

White House Inc/Md – EMPLOYEE STOCK PURCHASE PLAN (May 22nd, 2003)

Exhibit 10.2 FORM OF THE WHITE HOUSE, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE 1.01. PURPOSE. The White House, Inc. Employee Stock Purchase Plan is intended to provide a method whereby employees of The White House, Inc. (the "Company") and its subsidiary corporations will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. AR

White House Inc/Md – RE: MEMORANDUM OF UNDERSTANDING -- EMPLOYMENT OFFER -- THE WHITE HOUSE, INC. (May 22nd, 2003)

Exhibit 10.7 [THE WHITE HOUSE LOGO] June 17, 1999 Mr. Stephen L. Hirsch 8915 Magnolia Heights Court Charlotte, NC 28270 Dear Steve: RE: MEMORANDUM OF UNDERSTANDING -- EMPLOYMENT OFFER -- THE WHITE HOUSE, INC. Steve, we are all very pleased that you will be joining the Company. The Company is poised for unusually rapid growth, and your expertise, experience, reputation and work ethic will be extremely important for us. We are delighted that you have made the decision to join our team. Recapping the items we discussed relative to your employment with the Company listed below are the issues we discussed. Please do not hesitate to call me if there is anything you would like to discuss in more detail. o Title -- Vice President Finance and Administration, CFO. o Commencement date -- July 12, 1999. o Responsibilities -- To include all finance, administration, MIS including all communications such as

White House Inc/Md – 2003 STOCK OPTION PLAN (May 22nd, 2003)

Exhibit 10.10 THE WHITE HOUSE, INC. 2003 STOCK OPTION PLAN EFFECTIVE ______________ __, 2003 Copyright Venable, Baetjer & Howard, LLP THE WHITE HOUSE, INC. 2003 STOCK OPTION PLAN 1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS The White House, Inc. hereby establishes The White House, Inc. 2003 Stock Option Plan (the "Plan") effective upon the termination of The White House, Inc. 1999 Stock Option Plan (the "1999 Plan"). The purpose of the Plan is to promote the long-term growth and profitability of The White House, Inc. (the "Corporation") by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Corporation, and (ii) enabling the Corporation to attract, retain

White House Inc/Md – ARTICLES OF AMENDMENT AND RESTATEMENT (May 22nd, 2003)

Exhibit 3.1 FORM OF THE WHITE HOUSE, INC. ARTICLES OF AMENDMENT AND RESTATEMENT The White House, Inc., having its principal office at 6711 Baymeadow Drive, Suite A, Glen Burnie, Maryland 21060 (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Charter of the Corporation is hereby amended and as so amended is restated by striking out in its entirety the existing Charter and inserting in lieu thereof the following: ARTICLE I NAME The name of the corporation (which is hereinafter called the "Corporation") is: The White House, Inc. ARTICLE II PURPOSES FOR WHICH CORPORATION FORMED The purposes for which the Corporat

White House Inc/Md – NONCOMPETITION AND CONFIDENTIALITY AGREEMENT (May 22nd, 2003)

Exhibit 10.14 NONCOMPETITION AND CONFIDENTIALITY AGREEMENT THIS NONCOMPETITION AND CONFIDENTIALITY AGREEMENT (this "Agreement") is made as of January 19, 1999 (the "Effective Date") by and between THE WHITE HOUSE, INC., and Maryland corporation (the "Company") and RICHARD SARMIENTO (the "Executive") RECITALS The Executive is employed by the Company as the Company's President and Chief Executive Officer. The execution and delivery of this Agreement by the Company and the Executive are conditions to the purchase of shares of the Company's common stock pursuant to a Stock Purchase Agreement of even date herewith, by the purchasers named therein (the "Purchasers"). Contemporaneously with the execution and delivery of this Agreement, the Executive is selling 256,410 shares of Class A Common Stock of the Company owned by the Executive to the Purc

White House Inc/Md – ARTICLES OF AMENDMENT AND RESTATEMENT (May 22nd, 2003)

Exhibit 3.3 [SEAL] ARTICLES OF AMENDMENT AND RESTATEMENT OF THE WHITE HOUSE, INC. THE WHITE HOUSE, INC., a Maryland corporation (the "Corporation"), having its principal office in Anne Arundel County, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation desires to amend its Articles of Incorporation (as previously amended and restated) in its entirety and to restate such Articles of Incorporation as amended (as amended and restated hereby, the "Charter"). SECOND: The Charter of the Corporation is amended and restated in its entirety by striking out Articles I through IX and substituting in lieu thereof the following: ARTICLE I: The name of the Corporation is The White House, Inc. The post office address of the principal office of

White House Inc/Md – 1999 STOCK OPTION PLAN (May 22nd, 2003)

Exhibit 10.1 THE WHITE HOUSE, INC. 1999 STOCK OPTION PLAN 1. ESTABLISHMENT, PURPOSE AND TYPES OF OPTIONS The White House, Inc. hereby establishes The White House, Inc. 1999 Stock Option Plan (the "Plan"). The purpose of the Plan is to promote the long-term growth and profitability of The White House, Inc. (the "Corporation") by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Corporation, and (ii) enabling the Corporation to attract, retain and reward the best available persons for positions of substantial responsibility. The Plan permits the granting of stock options including nonqualified stock options and incentive stock options qualifying under Section 422 of the Code (collectively, "Options"). The Plan is a compensatory benefit plan within the meaning

White House Inc/Md – -ii- 4-4. KEY LIFE POLICIES .......................................................... -14- 4-5. OFFICERS' CERTIFICATES ..................................................... -14- 4-6. REPRESENTATIONS AND WARRANTIES ............................................. -14- 4-7. INITIAL MINIMUM EXCESS AVAILABILITY ........................................ -14- 4-8. NO EVENT OF DEFAULT ........................................................ -15- 4-9. NO MATERIAL ADVERSE CHANGE ................................................. -15- 4.10. DELIVERY OF DOCUMENTS ............................................. (May 22nd, 2003)

Exhibit 10.13 LOAN AND SECURITY AGREEMENT BETWEEN PARAGON CAPITAL LLC AND THE WHITE HOUSE, INC. August 23,2000 TABLE OF CONTENTS ARTICLE 1 - THE REVOLVING CREDIT ....................................................... -1- 1-1. ESTABLISHMENT OF REVOLVING CREDIT .......................................... -1- 1-2. AVAILABILITY ............................................................... -1- 1-3. RISKS OF VALUE OF INVENTORY ................................................ -2- 1-4. PROCEDURES UNDER REVOLVING CREDIT .......................................... -2- 1-5. THE LOAN ACCOUNT ........................................................... -5- 1-6. THE MASTER NOTE ............................................................ -6- 1-7. PAYMENT OF LOAN ACCOUNT .................................................... -6- 1-8. INTEREST ................................................................... -6- 1-9. FEES ....................................................................... -6- 1-10

White House Inc/Md – FORM OF INDEMNIFICATION AGREEMENT (May 22nd, 2003)

Exhibit 10.12 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into this ___ day of April, 2003 between The White House, Inc., a Maryland corporation ("Corporation"), whose address is 6711 Baymeadow Drive, Suite A, Glen Burnie, Maryland 21060 and __________________ ("Officer"), whose address is __________________________________. RECITALS: A. WHEREAS, Officer, an officer of Corporation (but not currently a member of the Board of Directors of Corporation (the "Board")), performs a valuable service in such capacity for Corporation; and B. WHEREAS, the stockholders of Corporation have adopted Bylaws (the "Bylaws") providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Maryland, as amended (the "Law"); and C. WHEREAS, the Bylaws and t

White House Inc/Md – REGISTRATION AGREEMENT (May 22nd, 2003)

Exhibit 10.9 EXECUTION COPY THE WHITE HOUSE, INC. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement" )is made as of January 19, 1999, among The White House, Inc., a Maryland corporation (the "Company"), each of the investors listed on the SCHEDULE OF INVESTORS attached hereto (collectively, the "Investors"), and each of the executives listed on the SCHEDULE OF EXECUTIVES attached hereto (collectively, the "Executives"). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in paragraph 8 hereof. WHEREAS, the Company and the Investors are parties to a Stock Purchase Agreement of even date herewith (the "Purchase Agreement"). In order to induce the Investors to enter into the Purchase Agreement, the C

White House Inc/Md – ARTICLES OF AMENDMENT (May 22nd, 2003)

Exhibit 3.2 FORM OF THE WHITE HOUSE, INC. ARTICLES OF AMENDMENT The White House, Inc., having its principal office at 6711 Baymeadow Drive, Suite A, Glen Burnie, Maryland 21060 (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Upon the effectiveness of these Articles of Amendment ("Effective Time"), each three and one quarter (3.25) shares of Class A Common Stock heretofore outstanding shall be automatically converted into one share of Class A Common Stock, par value $.01 per share and cash in lieu of fractional shares at the rate of $12.00 per share and each three and one quarter (3.25) shares of Class C Common Stock heretofore outstanding shall be automatically converted into one share of Class C Common Stock, par value $.01 per share and cash in lieu of fract

White House Inc/Md – FORM OF INDEMNIFICATION AGREEMENT (May 22nd, 2003)

Exhibit 10.11 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into this___day of April, 2003 between the White House, Inc., a Maryland corporation ("Corporation"), whose address is 6711 Baymeadow Drive, Suite A, Glen Burnie, Maryland 21060 and___________ ("Director"), whose address is_____________________. RECITALS: A. WHEREAS, Director, a member of the Board of Directors of Corporation (the "Board"), performs a valuable service in such capacity for Corporation; and B. WHEREAS, the stockholders of Corporaton have adopted Bylaws (the "Bylaws") providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Maryland, as amended (the "Law"); and C. WHEREAS, the Bylaws and the Law, as amended and in effect from time to time or any successor or oth