Xpedior Inc Sample Contracts

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

Exhibit 10.13 EMPLOYMENT AGREEMENT -------------------- This Agreement is made and entered into as of April 10, 2000 (the "Effective Date"), by and between XPEDIOR INCORPORATED hereinafter referred to as "Xpedior," and Robert McGill, hereinafter referred to as "Employee." In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. OFFER AND ACCEPTANCE OF EMPLOYMENT. Employee's officer title shall be Senior Vice President - International of Xpedior as of the Effective Date. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated. 2. DUTIES. Employee agrees to discharge faithfully, diligently and to the best of his ability during the term hereof the duties normally incidental to the position of Se

Xpedior Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 14th, 2000)

Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- This Agreement is made and entered into as of July 24, 2000 (the "Effective Date"), by and between XPEDIOR INCORPORATED, a Delaware corporation hereinafter referred to as "Xpedior," and Caesar J. Belbel, hereinafter referred to as "Employee." WHEREAS, Xpedior and Employee entered into that certain Employment Agreement dated as of March 13, 2000 (the "Prior Employment Agreement"), providing, among other things, for the employment of Employee as Senior Vice President and General Counsel of Xpedior, and for the payment of certain severance and other benefits to Employee upon the terms and subject to the conditions set forth in the Prior Employment Agreement; and WHEREAS, following the effective date of the Prior Employment Agreement, Employee has been appointed by Xpe

Xpedior Inc – AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT (November 14th, 2000)

Exhibit 10.19 XPEDIOR STOCK INCENTIVE PLAN AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 22ND day of March, 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Mark D. Hansen ("Employee") in order to carry out the purposes of the XPEDIOR STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of common stock of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, the following words and phrases shall have the meanings ascribed below, unless the context

Xpedior Inc – 1999 STOCK INCENTIVE PLAN (November 14th, 2000)

Exhibit 10.12 XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN Nonstatutory Stock Option Agreement THIS AGREEMENT is made as of the 13/th/ day of March 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Caesar J. Belbel ("Employee") in order to carry out the purposes of the XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of Common Stock, $.01 par value per share, of the Company (the "Common Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, th

Xpedior Inc – NON-COMPETITION/NO SOLICITATION AGREEMENT (November 14th, 2000)

Exhibit 10.18 NON-COMPETITION/NO SOLICITATION AGREEMENT This NON-COMPETITION/NO SOLICITATION AGREEMENT (hereinafter "Agreement") is entered into this 17th day of September, 1999, by and between Mark Hansen (hereinafter "Employee") and Kinderhook Systems, Inc., a Delaware corporation ("Kinderhook," along with Xpedior Incorporated and its other subsidiaries being hereafter referred to as the "Company") with respect to the following facts: A. In the course of performing his/her job duties for the Company, the Company will provide Employee with certain confidential information, trade secrets, specialized training, and access to computer information which are the exclusive proprietary information and property of the Company. The Company desires to protect such information from disclosure and prevent unfair competition by the Employee during employment and for a certain period thereafter.

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

Exhibit 10.9 EMPLOYMENT AGREEMENT -------------------- This Agreement is made and entered into as of June 14, 2000 (the "Effective Date"), by and between XPEDIOR INCORPORATED hereinafter referred to as "Xpedior," and Thomas E. Werner, hereinafter referred to as "Employee." In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. OFFER AND ACCEPTANCE OF EMPLOYMENT. Employee's officer title shall be Senior Vice President and Chief Financial Officer of Xpedior as of the Effective Date. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated. 2. DUTIES. Employee agrees to discharge faithfully, diligently and to the best of his ability during the term hereof the duties incidental to the position o

Xpedior Inc – 1999 STOCK INCENTIVE PLAN (November 14th, 2000)

Exhibit 10.10 XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN Nonstatutory Stock Option Agreement THIS AGREEMENT is made as of the 14/th/ day of June 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Thomas E. Werner ("Employee") in order to carry out the purposes of the XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of Common Stock, $.01 par value per share, of the Company (the "Common Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, the

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

Exhibit 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between Mark Hansen ("Employee") and Kinderhook Systems, Inc., a Delaware corporation (the "Company"), to be effective upon the occurrence of the events described in Paragraph 18 below. Recitals: A. Employee and the Company desire to enter into an agreement to set forth the terms and conditions of Employee's employment with the Company. B. Employee and the Company acknowledge the receipt and adequacy of the consideration for this Agreement, including the premises and covenants in this Agreement, the employment of Employee by the Company, and other good and valuable consideration. Agreements: 1. Definitions. For purposes of this Agreement, the following terms, including both the sing

Xpedior Inc – 1999 STOCK INCENTIVE PLAN (November 14th, 2000)

Exhibit 10.14 XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN Nonstatutory Stock Option Agreement THIS AGREEMENT is made as of the 17/th/ day of April 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Robert McGill ("Employee") in order to carry out the purposes of the XPEDIOR INCORPORATED 1999 STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of Common Stock, $.01 par value per share, of the Company (the "Common Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, the fol

Xpedior Inc – AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT (November 14th, 2000)

Exhibit 10.15 XPEDIOR STOCK INCENTIVE PLAN AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 22/ND/ day of March, 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Cynthia Shapiro Pogrund ("Employee") in order to carry out the purposes of the XPEDIOR STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of common stock of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, the following words and phrases shall have the meanings ascribed below, unles

Xpedior Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (November 14th, 2000)

Exhibit 10.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Agreement is entered into as of this 26th day of July, 2000, by and between Expedia, Inc. ("Expedia"), a Washington corporation, and Xpedior Incorporated ("Xpedior"), a Delaware corporation. Recitals A. Expedia is primarily engaged in the on-line travel services business. Expedia is the owner of the trademark EXPEDIA, which mark has been registered in the United States and in various foreign jurisdictions. B. Xpedior is primarily engaged in e-business consulting. Xpedior is the owner of the trademark XPEDIOR, and has pending applications for registration of that mark in the United States and various foreign jurisdictions. C. Expedia is the plaintiff, and Xpedior is the defendant, in an action currently pending in the United States District Court for the Central District of Ca

Xpedior Inc – AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT (November 14th, 2000)

Exhibit 10.16 XPEDIOR STOCK INCENTIVE PLAN AMENDED AND RESTATED NONSTATUTORY STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 22/ND/ day of March, 2000, between XPEDIOR INCORPORATED, a Delaware corporation (the "Company"), and Joseph V. Verna ("Employee") in order to carry out the purposes of the XPEDIOR STOCK INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of common stock of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: I. Definitions ----------- 1.1 Definitions. Wherever used in this Agreement, the following words and phrases shall have the meanings ascribed below, unless the con

Xpedior Inc – EMPLOYEE STOCK PURCHASE PLAN (September 28th, 2000)

1 EXHIBIT 4.2 XPEDIOR INCORPORATED EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. The XPEDIOR INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is intended to provide an incentive for employees of XPEDIOR INCORPORATED, a Delaware corporation (the "Company") and its participating subsidiaries (as defined in Paragraph 4) to acquire or increase a proprietary interest in the Company through the purchase of shares of the Company's common stock, and to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423 (b) of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in the Plan in a manner consistent wit

Xpedior Inc – PURCHASE AGREEMENT (June 28th, 2000)

1 EXHIBIT 10.1 PURCHASE AGREEMENT DATED AS OF JUNE 15, 2000 BETWEEN PSINET INC. AND XPEDIOR INCORPORATED 2 TABLE OF CONTENTS PAGE ARTICLE I Purchase and Sale ................................................ 1 Section 1.1 Purchase and Sale ............................................. 1 Section 1.2 Preferred Stock ............................................... 1 Section 1.3 Closing ....................................................... 1 Section 1.4

Xpedior Inc – XPEDIOR STOCK INCENTIVE PLAN (June 16th, 2000)

1 EXHIBIT 4.2 XPEDIOR STOCK INCENTIVE PLAN I. PURPOSE 1.1 PURPOSE. The purpose of the XPEDIOR STOCK INCENTIVE PLAN (the "Plan") is to provide a means through which Xpedior Incorporated, a Delaware corporation (the "Company"), may attract able persons to serve as employees, directors, consultants, or advisors of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, may acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designe

Xpedior Inc – EMPLOYMENT AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of October 13, 1999, by and between XPEDIOR INCORPORATED hereinafter referred to as "XPEDIOR," and J. Brian Farrar, hereinafter referred to as "Employee". In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. OFFER AND ACCEPTANCE OF EMPLOYMENT. Employee's officer title shall be Executive Vice President and Chief Operating Officer of XPEDIOR as of October __, 1999 (the "Effective Date"). Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated. Employee shall also serve on the XPEDIOR Board of Directors ("the Board") and a key executive member of the XPEDIOR corporate strategy council. 2. DUTIES. Employee agrees to discharge fait

Xpedior Inc – EMPLOYMENT AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of September 9, 1999, by and between XPEDIOR INCORPORATED hereinafter referred to as "XPEDIOR," and David N. Campbell, hereinafter referred to as "Employee". In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. OFFER AND ACCEPTANCE OF EMPLOYMENT. Employee's officer title shall be President and Chief Executive Officer of XPEDIOR as of September 9, 1999 (the "Effective Date"). Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated. Employee shall also serve on the XPEDIOR Board of Directors ("the Board"). 2. DUTIES. Employee agrees to discharge faithfully, diligently and to the best of his ability during the term hereof the dut

Xpedior Inc – SERVICES AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.5 SERVICES AGREEMENT This Services Agreement (this "Agreement") is made and entered into as of __________, 1999, by and between Metamor Worldwide, Inc., a Delaware corporation ("MMWW"), and Xpedior Incorporated, a Delaware corporation ("Xpedior"). MMWW and Xpedior may hereinafter be referred to individually as a "Party" or collectively as the "Parties." RECITALS: WHEREAS, MMWW and Xpedior desire by their execution of this Agreement to evidence their understanding concerning the provision of certain services by MMWW to Xpedior and its subsidiaries; NOW, THEREFORE, for and in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: 1. Services. In ord

Xpedior Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (December 7th, 1999)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPEDIOR INCORPORATED (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Xpedior Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. The name of the Corporation is Xpedior Incorporated, and the name under which the Corporation was originally incorporated was Metamor Solutions Holdings, Inc. The Corporation's original Certificate of Incorporation was filed on December 30, 1997 and amended on November 4, 1998, August 16, 1999, August 26, 1999 and October 20, 1999. 2. This Amended and Restated Certificate of Incorporation (the "Amend

Xpedior Inc – UNDERWRITING AGREEMENT (December 7th, 1999)

1 EXHIBIT 1.1 8,535,000 Shares XPEDIOR INCORPORATED Common Stock UNDERWRITING AGREEMENT __________, 1999 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION FIRST UNION SECURITIES, INC. J.P. MORGAN SECURITIES INC. THE ROBINSON-HUMPHREY COMPANY 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: Xpedior Incorporated, a Delaware corporation (the "COMPANY"), proposes to issue and sell 8,535,000 shares of its common stock, par value $0.01 per share (the "FIRM SHARES"), to the several underwriters named in Schedule I hereto (the "UNDERWRITERS"). Metamor Worldwide, Inc. (the "SELLING STOCKHOL

Xpedior Inc – ASSIGNMENT AND INDEMNIFICATION AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.6 ASSIGNMENT AND INDEMNIFICATION AGREEMENT This Assignment and IndemnIfication Agreement, dated as of the __ day of ____________, 1999, between Metamor Worldwide, Inc., a Delaware corporation ("MMWW") and Xpedior Incorporated, a wholly-owned subsidiary of MMWW ("Xpedior"). WHEREAS, MMWW has entered into those certain purchase agreements listed on Exhibit A hereto (the "Agreements); WHEREAS, the Agreements permit MMWW to assign any or all of its rights, interests and obligations thereunder to a wholly-owned subsidiary of MMWW (in any or all of which cases MMWW nonetheless shall remain liable and responsible for the performance of all of its obligations thereunder); and WHEREAS, as consideration for MMWW's agreeing to assign to Xpedior all of MMWW's rights and interests under the Agreements, Xpedior will indemnify MMWW for all of its obligations existing, res

Xpedior Inc – REGISTRATION RIGHTS AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of _________________, 1999, but effective as set forth in Section 2 below is between Xpedior Incorporated, a Delaware corporation (the "Company"), and Metamor Worldwide, Inc., a Delaware corporation ("MMWW"). W I T N E S E T H : WHEREAS, MMWW is the owner of all the issued and outstanding shares of common stock, par value $.01 per share (the "Common Stock"), of the Company; WHEREAS, following the initial public offering referred to below, the Common Stock will be registered under Section 12 of the Securities Exchange Act of 1934; WHEREAS, under the provisions of the Securities Act of 1933 (the "Securities Act") and the general rules and regulations promulgated by the Securities and Exchange Commission thereunder, MMWW may be lim

Xpedior Inc – INDEMNIFICATION AGREEMENT (December 7th, 1999)

1 EXHIBIT 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "AGREEMENT") dated this _____ day of ___________, ____ is between XPEDIOR INCORPORATED, a Delaware corporation, ("CORPORATION") and ___________ ("INDEMNITEE"). BACKGROUND The Corporation has requested that Indemnitee serve as an officer and/or director of the Corporation and/or one or more of its subsidiaries or affiliates and, as partial consideration for the agreement by Indemnitee to serve and to continue to serve as an officer and/or an director of the Corporation and/or one or more of its subsidiaries or affiliates, the Corporation has agreed to enter into this Agreement providing for indemnification by Corporation of Indemnitee for matters contained herein to the fullest extent allowed by applicable law. AGREEMENT

Xpedior Inc – STOCK PURCHASE AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.3 ================================================================================ STOCK PURCHASE AGREEMENT BY AND AMONG CORESTAFF, INC., (BUYER) WORKGROUP PRODUCTIVITY CORPORATION, (WPC) AND THE SHAREHOLDERS OF WPC (COLLECTIVELY, SELLERS) DATED AS OF DECEMBER 31, 1997 ================================================================================ 2 TABLE OF CONTENTS

Xpedior Inc – STOCK PURCHASE AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.5 ================================================================================ STOCK PURCHASE AGREEMENT by and among METAMOR WORLDWIDE, INC. ("Metamor" or "Buyer") and the SELLERS listed on the Signature pages hereto ("Sellers") Dated as of June 17, 1998 ================================================================================ 2 METAMOR WORLDWIDE, INC. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page ----

Xpedior Inc – AGREEMENT AND PLAN OF MERGER (October 18th, 1999)

1 EXHIBIT 2.4 =============================================================================== AGREEMENT AND PLAN OF MERGER AMONG METAMOR WORLDWIDE, INC., CORESTAFF ACQUISITION SUB #13, INC. NDC GROUP, INC., AND THE STOCKHOLDERS OF NDC GROUP, INC. April 16, 1998 =============================================================================== 2 TABLE OF CONTENTS Page ----

Xpedior Inc – STOCK PURCHASE AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.6 =============================================================================== STOCK PURCHASE AGREEMENT by and among METAMOR WORLDWIDE, INC. ("BUYER"), ADVANCED INFORMATION SOLUTIONS, INC. and Sellers listed on the Signature page hereto ("SELLERS") Dated as of July 16, 1998 =============================================================================== 2 METAMOR WORLDWIDE, INC. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS PAGE

Xpedior Inc – MERGER AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.1 MERGER AGREEMENT AMONG IRVIN M. SHAPIRO THE IRVIN M. SHAPIRO CHILDREN'S TRUST METAMOR TECHNOLOGIES, LTD. AND CORESTAFF, INC. AND CORESTAFF ACQUISITION SUB #9, INC. MARCH 26, 1997 2 TABLE OF CONTENTS PAGE 1. DEFINITIONS.....................................................................................1 2. TH

Xpedior Inc – ASSET PURCHASE AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.7 ASSET PURCHASE AGREEMENT Dated as of November 12, 1998, by and among METAMOR WORLDWIDE, INC., METAMOR TECHNOLOGIES, LTD., NEW TECHNOLOGY PARTNERS, INC. and THE SHAREHOLDERS OF NEW TECHNOLOGY PARTNERS, INC. 2 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1.1 Certain Definitions..............................................1 ARTICLE 2 PURCHASE AND SALE OF ASSETS; PURCHASE PRICE 2.1 Purchase and Sale of P

Xpedior Inc – STOCK PURCHASE AGREEMENT (October 18th, 1999)

1 EXHIBIT 2.8 ================================================================================ STOCK PURCHASE AGREEMENT by and among XPEDIOR INCORPORATED ("Buyer"), KINDERHOOK SYSTEMS, INC. and Sellers listed on the Signature page hereto ("Sellers") Dated as of September 17, 1999 ================================================================================ 2 XPEDIOR INCORPORATED STOCK PURCHASE AGREEMENT TABLE OF CONTENTS PAGE

Xpedior Inc – AGREEMENT AND PLAN OF MERGER (October 18th, 1999)

1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AMONG CORESTAFF, INC., CORESTAFF ACQUISITION SUB #12, INC., SAGE I.T. PARTNERS, INC., AND THE SHAREHOLDERS OF SAGE I.T. PARTNERS, INC. December 23, 1997 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II CLOSING AND POST CLOSING MATTERS 2.1 THE