Braun Consulting Inc Sample Contracts

Braun Consulting Inc – VOTING AGREEMENT (September 21st, 2004)

This Voting Agreement is dated as of September 20, 2004, by and between Fair Isaac Corporation, a Delaware corporation (the "Buyer"), and Steven J. Braun, an Indiana resident (the "Stockholder") and stockholder of Braun Consulting, Inc., a Delaware corporation (the "Company").

Braun Consulting Inc – AGREEMENT AND PLAN OF MERGER among BRAUN CONSULTING, INC. and FAIR ISAAC CORPORATION and HSR ACQUISITION, INC. Dated as of September 20, 2004 (September 21st, 2004)

AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2004 (this "Agreement"), by and among BRAUN CONSULTING, INC., a Delaware corporation (the "Company"), FAIR ISAAC CORPORATION, a Delaware corporation ("Buyer"), and HSR ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Acquisition") (the Company and Acquisition being sometimes hereinafter collectively referred to as the "Constituent Corporations").

Braun Consulting Inc – FOR IMMEDIATE RELEASE (August 4th, 2004)
Braun Consulting Inc – FOR IMMEDIATE RELEASE (February 4th, 2004)
Braun Consulting Inc – FOR IMMEDIATE RELEASE (November 4th, 2003)
Braun Consulting Inc – 2001 EMPLOYEE STOCK PURCHASE PLAN (March 29th, 2001)

BRAUN CONSULTING, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase 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 Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. DEFINITIONS. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the common stock of the Company. (d) "Company" shall mean Braun Consulting, Inc., a Delaware corporation, and any corporate successor to all or substantially all

Braun Consulting Inc – TERMINATION AGREEMENT (March 29th, 2001)

TERMINATION AGREEMENT This Agreement is made by and between Braun Consulting, Inc., a Delaware corporation, formerly known as Braun Technology Group, Inc. ("Braun"), having its principal office at 300 W. Monroe Street, Suite 300, Chicago, Illinois 60603-2402, and Thomas J. Duvall, an individual ("Duvall"), residing at 1439 W. Lill Avenue, Chicago, Illinois 60614-2018. Whereas, Duvall has been employed by Braun since November 1, 1998, pursuant to a certain Executive Employment Agreement, effective as of November 1, 1998, by and between Duvall and Braun (the "Employment Agreement"); Whereas, Duvall currently holds 66,874 shares of common stock of Braun (the "Company Stock") as the result of exercises of stock options granted under the 1998 Executive Long Term Stock Investment Plan (the "1998 Executive Plan") and/or the 1998 Employee Long Term Stock Investment Plan (the "1998 Employee Plan"); Whereas, Duvall holds stock options

Braun Consulting Inc – REGISTRATION RIGHTS AGREEMENT (March 6th, 2000)

EXHIBIT 4.3 FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This First Amended and Restated Registration Rights Agreement dated as of December 5, 1999 (this "Agreement") is made by and among Braun Consulting, Inc., a Delaware corporation (the "Corporation"), Helene O. Amster, John D. Vairo, and Randy Dieterle (collectively, the "ETCI Shareholders"). WHEREAS, pursuant to a Merger Agreement (the "Merger Agreement") dated as of December 1, 1999, by and among the Corporation, Emerging Technologies Consultants, Inc. a Pennsylvania corporation ("ETCI"), and Helene O. Amster and John D. Vairo, the Corporation issued to Helene O. Amster and John D. Vairo 445,225 shares of the Corporation's common stock, $0.001 par value ("Common Stock"); and WHEREAS, the Corporation, Helene O. Amster and John D. Vairo are parties to the certain Registration Rig

Braun Consulting Inc – Amended and Restated 1995 Director Stock Option Plan (March 6th, 2000)

EXHIBIT 10.6 Braun Consulting, Inc. Amended and Restated 1995 Director Stock Option Plan Plan 1. This nonqualified stock option plan shall be known as the Braun Consulting, Inc. Stock Option Plan for Directors (the "Plan"). Purposes 2. The purposes of the Plan are to induce certain practice area directors of Braun Consulting, Inc. (the "Company") to remain in the employ of the Company or of any subsidiary of the Company, and to encourage such director or directors to secure and/or increase on reasonable terms their stock ownership in the Company. The Company intends that the Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping and carrying out the long-range plan of the Compa

Braun Consulting Inc – Underwriting Agreement (March 6th, 2000)

Exhibit 1.1 Braun Consulting, Inc. 4,000,000 Shares /a/ Common Stock ($0.001 par value) Underwriting Agreement New York, New York March __, 2000 Salomon Smith Barney Inc. Deutsche Banc Securities, Inc. Adams, Harkness & Hill, Inc. ING Barings LLC PaineWebber Incorporated SG Cowen Securities Corporation As Representatives of the several Underwriters, 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Braun Consulting, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representa

Braun Consulting Inc – MERGER AGREEMENT (December 16th, 1999)

Exhibit 2.1 MERGER AGREEMENT BY AND AMONG BRAUN CONSULTING, INC. ETCI ACQUISITION, INC. EMERGING TECHNOLOGIES CONSULTANTS, INC. HELENE O. AMSTER AND JOHN D. VAIRO TABLE OF CONTENTS Page ---- ARTICLE I BASIC TRANSACTION......................................................... 2 Section 1.1 The Merger........................................................ 2

Braun Consulting Inc – 1999 INDEPENDENT DIRECTOR STOCK OPTION PLAN (November 12th, 1999)

Exhibit 10 BRAUN CONSULTING, INC. 1999 INDEPENDENT DIRECTOR STOCK OPTION PLAN ARTICLE I --------- PURPOSE Braun Consulting, Inc., a Delaware corporation (the "Company"), is dependent for the successful conduct of its business on the initiative, effort and judgment of its directors. This 1999 Independent Director Stock Option Plan (the "Plan") is intended to provide the independent directors of the Company additional compensation for their service as directors and an incentive, through options to acquire stock in the Company, to increase the value of the Company's Common Stock, $0.001 par value per share ("Common Stock"). ARTICLE II ------------ ADMINISTRATI

Braun Consulting Inc – UNDERWRITING AGREEMENT (July 1st, 1999)

4,600,000 Shares/1/ BRAUN CONSULTING, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- __________, 1999 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION SALOMON SMITH BARNEY INC. ADAMS, HARKNESS & HILL, INC. DLJDIRECT INC. 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: Braun Consulting, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters"), and certain stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") severally propose to sell to the several Underwriters, an aggregate of 4,600,000

Braun Consulting Inc – EMPLOYMENT AGREEMENT (May 25th, 1999)

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), including and incorporating the attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois business corporation having offices at 30 West Monroe Street, Suite 300, Chicago, Illinois 60603 ("Employer" or "Company"), and Michael J. Evanisko, an individual currently residing at Four Fairview Terrace, Winchester, Massachusetts 01890 ("Employee"), to be effective on May 5, 1999 (the "Effective Date"). Whereas, Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration; Therefore, for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer a

Braun Consulting Inc – CERTIFICATE OF INCORPORATION (May 25th, 1999)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BRAUN CONSULTING, INC. Article One ----------- The name of the Corporation is BRAUN CONSULTING, INC. Article Two ----------- The address of its registered office in the State of Delaware is 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware. The name of the registered agent at such address is The Corporation Trust Company. Article Three ------------- 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 Delaware.

Braun Consulting Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 25th, 1999)

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement"), including the attached Exhibits A and B, is entered into between Braun Technology Group, Inc., an Illinois business corporation having offices at 30 West Monroe Street, Suite 300, Chicago, Illinois 60603 ("Employer" or "Company"), and Thomas J. Duvall, an individual currently residing at 1439 West Lill Avenue, Chicago, Illinois 60614- 2018 ("Executive"), to be effective as of November 1, 1998 (the "Effective Date"). WHEREAS, Employer is desirous of employing Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration; NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and obligations contain

Braun Consulting Inc – EMPLOYMENT AGREEMENT (May 25th, 1999)

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), including and incorporating the attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois business corporation having offices at 30 West Monroe Street, Suite 300, Chicago, Illinois 60603 ("Employer" or "Company"), and James M. Kalustian, an individual currently residing at 215 Wachusett Avenue, Arlington, Massachusetts 02476 ("Employee"), to be effective on May 5, 1999 (the "Effective Date"). Whereas, Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration; Therefore, for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and

Braun Consulting Inc – VOTING TRUST AGREEMENT (May 25th, 1999)

Exhibit 9.1 VOTING TRUST AGREEMENT This Agreement is made on the 1st day of February, 1998, by and between the undersigned parties to create a Voting Trust of certain common stock of Braun Technology Group, Inc., an Illinois business corporation (the "Company"). ARTICLE I CONSIDERATION AND PURPOSE OF TRUST Consideration 1.01. In consideration of their mutual promises, the parties named below enter into this Voting Trust Agreement. Purpose of Trust 1.02. The parties enter into this Voting Trust Agreement for the purpose of concentrating the vote of the shares represented under this Agreement into a clear and definite policy of management under the discretion of the Voting Trustee, and provide for continuity in the management and policies and the stabili

Braun Consulting Inc – Stock Option Plan For Directors (May 25th, 1999)

Exhibit 10.6 Shepro Braun Consulting, Inc. Stock Option Plan For Directors Plan 1. This nonqualified stock option plan shall be known as the Shepro Braun Consulting, Inc. Stock Option Plan for Directors (the "Plan"). Purposes 2. The purposes of the Plan are to induce certain practice area directors of Shepro Braun Consulting, Inc. (the "Company") to remain in the employ of the Company or of any subsidiary of the Company, and to encourage such director or directors to secure and/or increase on reasonable terms their stock ownership in the Company. The Company intends that the Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping and carrying out the long-range plan of the Co

Braun Consulting Inc – REGISTRATION RIGHTS AGREEMENT (May 25th, 1999)

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of May 4, 1999 (this "Agreement") is made by and among Braun Consulting, Inc., an Illinois corporation (the "Corporation"), Michael J. Evanisko ("Evanisko"), James M. Kalustian ("Kalustian"), and Paul J. Bascobert ("Bascobert") ("Evanisko", "Kalustian" and "Bascobert" collectively, the "Vertex Shareholders"). WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of May 4, 1999, by and among the Corporation, Vertex Partners, Inc., a Massachusetts corporation ("Vertex"), and the Vertex Shareholders, the Corporation has agreed to acquire all of the outstanding shares of common stock, par value $0.01 per share ("Vertex Common Stock"), of Vertex held by the Vertex Shareholders in exchange for an aggregate of 1,512,373 shares of the Corporation's common stock, no

Braun Consulting Inc – EMPLOYMENT AGREEMENT (May 25th, 1999)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), including and incorporating the attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois business corporation having offices at 30 West Monroe Street, Suite 300, Chicago, Illinois 60603 ("Employer" or "Company"), and Paul J. Bascobert, an individual currently residing at 29 Fairfield Street, Apt. No. 2, Boston, Massachusetts 02116 ("Employee"), to be effective on May 5, 1999 (the "Effective Date"). Whereas, Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration; Therefore, for and in consideration of the mutual promises, covenants, and obligations contained herein, Empl