Emerald Deleware Inc Sample Contracts

Emerald Delaware Inc – 2000 STOCK INCENTIVE PLAN (August 17th, 2000)

1 EXHIBIT 10.12 EMERALD-DELAWARE, INC. 2000 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. 2. Definitions. As used herein, the following definitions shall apply: (a)"Administrator" means the Board or any of the Committees appointed to administer the Plan. (b)"Applicable Laws" means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state of the Company's incorporation, the Code, the rules of an

Emerald Delaware Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (August 17th, 2000)

1 EXHIBIT 10.9 EMERALD-DELAWARE, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2000 Employee Stock Purchase Plan of Emerald-Delaware, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. 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, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means either the

Emerald Delaware Inc – CERTIFICATE OF INCORPORATION (August 17th, 2000)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMERALD-DELAWARE, INC. Emerald-Delaware, Inc. (the "Corporation"), a corporation organized and existing under the laws of Delaware, hereby certifies as follows: FIRST: That the name of the Corporation is Emerald-Delaware, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on the 16th day of April, 1999, which Certificate of Incorporation was Amended and Restated on the 15th day of February, 2000, and the 6th day of April, 2000. SECOND: This Amended and Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation

Emerald Delaware Inc – STRATEGIC ALLIANCE AGREEMENT (April 10th, 2000)

1 EXHIBIT 10.11 STRATEGIC ALLIANCE AGREEMENT BY AND BETWEEN EMERALD-DELAWARE, INC., A DELAWARE CORPORATION AND AT&T SOLUTIONS INC., A DELAWARE CORPORATION EFFECTIVE AS OF MARCH 15, 2000 2 TABLE OF CONTENTS 1. PREAMBLE............................................................................................ 1 2. THE STRATEGIC ALLIANCE.............................................................................. 2 2.1 PURPOSE OF STRATEGIC ALLIANCE......................

Emerald Delaware Inc – EQUITY UNDERWRITING AGREEMENT (April 10th, 2000)

1 EXHIBIT 1.1 4,600,000 Shares Emerald-Delaware, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT ________________, 2000 Deutsche Bank Securities Inc. FleetBoston Robertson Stephens Inc. Adams, Harkness & Hill, Inc. Pacific Crest Inc. As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: Emerald-Delaware, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 4,000,000 shares of the Company's Common Stock, $

Emerald Delaware Inc – GENERAL AGREEMENT (April 10th, 2000)

1 EXHIBIT 10.10 Agreement No. L4U215D Page 1 of 24 GENERAL AGREEMENT FOR INFORMATION TECHNOLOGY PROJECTS BETWEEN AT&T CORP. AND EMERALD SOLUTIONS 2 Agreement L4U215D Page 2 of 24 TABLE OF CONTENTS Page ACCEPTANCE .................................................................. 13 ASSIGNMENT AND SUBCONTRACTING BY S

Emerald Delaware Inc – PROFESSIONAL SERVICES AGREEMENT (April 10th, 2000)

1 EXHIBIT 10.6 [EMERALD SOLUTIONS LOGO] PROFESSIONAL SERVICES AGREEMENT CLIENT: golfgateway.com ADDRESS: 9977 N. 90th Street, Suite 150 Scottsdale, Arizona 85258 A. Client is a Delaware corporation. B. Emerald Solutions, Inc., a Washington corporation ("Emerald") provides systems integration and professional services in information technology. C. Client desires to retain Emerald to provide certain services as described in the attached Statement of Work and all future Statements of Work. NOW THEREFORE, for and in consideration of the mutual representations, warranties, covenants and agreements set forth below, the parties agree as follows: 1. SERVICES. (a) Statement of Work. Emerald shall perform for Client the services (the "Services") described in the Statement

Emerald Delaware Inc – CERTIFICATE OF INCORPORATION (April 10th, 2000)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMERALD-DELAWARE, INC. Emerald-Delaware, Inc., a Delaware corporation, hereby certifies as follows: That the name of the Corporation is Emerald-Delaware, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on the 16th day of April, 1999. ARTICLE I The name of the Corporation is Emerald-Delaware, Inc. ARTICLE II The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such addr

Emerald Delaware Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (April 10th, 2000)

1 EXHIBIT 10.9 EMERALD-DELAWARE, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2000 Employee Stock Purchase Plan of Emerald-Delaware, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. 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, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means either the

Emerald Deleware Inc – 1997 STOCK INCENTIVE COMPENSATION PLAN (February 16th, 2000)

1 EXHIBIT 10.7 1997 STOCK INCENTIVE COMPENSATION PLAN EMERALD SOLUTIONS, INC., A WASHINGTON CORPORATION OCTOBER 29, 1997 2 EMERALD SOLUTIONS, INC. 1997 STOCK INCENTIVE COMPENSATION PLAN SECTION 1. PURPOSE The purpose of the Emerald Solutions, Inc. 1997 Stock Incentive Compensation Plan (the "Plan") is to enhance the long-term shareholder value of Emerald Solutions, Inc., a Washington corporation (the "Company"), by offering opportunities to employees, directors, officers, consultants, agents, advisors and independent contractors of the Company and its Subsidiaries (as defined in Section 2) to participate in the Company's growth and success, and to encourage them to remain in the service of the Company an

Emerald Deleware Inc – EMPLOYMENT AGREEMENT (February 16th, 2000)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT Emerald Solutions, Inc. (Emerald Solutions), whose address is 500 - 108th Avenue N.E., Suite 1800, Bellevue, Washington 98004 and Jim Gruher (Employee), whose address is 11905 S.W. Wildwood Street, Tigard, Oregon 97224 enter this agreement. The parties acknowledge that Emerald Solutions sells and implements software-based custom strategic solutions and that Employee is an experienced and successful manager and leader. Emerald Solutions hires Employee under these terms: 1. EMPLOYMENT 1.1 LENGTH. Employee's employment with Emerald Solutions begins on or before January 21, 1999 (Effective Date), and continues until ended as this Agreement provides. 1.2 FULL TIME. Employee will work full time. Employee will devote his good faith efforts in support of E

Emerald Deleware Inc – INDEMNIFICATION AGREEMENT (February 16th, 2000)

1 EXHIBIT 10.1 EMERALD--DELAWARE, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of ______________ ___, 2000, by and between Emerald--Delaware, Inc., a Delaware corporation (the "Company"), and _____________________ ("Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the fullest

Emerald Deleware Inc – CERTIFICATE OF INCORPORATION (February 16th, 2000)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMERALD-DELAWARE, INC. Emerald-Delaware, Inc., a Delaware corporation, hereby certifies as follows: ARTICLE I The name of the Corporation is Emerald-Delaware, Inc. ARTICLE II The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporation

Emerald Deleware Inc – 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (February 16th, 2000)

1 EXHIBIT 10.8 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN EMERALD-DELAWARE, INC., A DELAWARE CORPORATION 2 EMERALD-DELAWARE, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1. PURPOSE The purpose of this Emerald-Delaware, Inc. 1999 Non-Employee Director Stock Option Plan (the "Plan") is to attract and retain the best available Non-Employee Directors, to provide them additional incentives, and to promote the success of Emerald-Delaware, Inc., a Delaware corporation (the "Company"). ARTICLE 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: "Administrator" means the Board or any of the Committees appointed to administer the Plan.

Emerald Deleware Inc – SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (February 16th, 2000)

1 EXHIBIT 10.3 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT Emerald Solutions, Inc. (Emerald Solutions), whose address is 500 - 108th Avenue N.E., Suite 2020, Bellevue, Washington 98004 and Jerry N. Grant (Executive), whose address is 1324 W. Cornelia, Chicago, Illinois, 60657, enter this agreement. The parties acknowledge that Emerald Solutions sells and implements software-based custom strategic solutions and that Executive is an experienced and successful manager and leader. Emerald Solutions hires Executive under these terms: 1. EMPLOYMENT 1.1 LENGTH. Executive's employment with Emerald Solutions begins on January 27, 1997 (Effective Date), and continues until ended as this Agreement provides. 1.2 FULL TIME. Executive will work full time. Executive will devote his good faith efforts in sup

Emerald Deleware Inc – SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (February 16th, 2000)

1 EXHIBIT 10.2 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT Emerald Solutions, Inc. (Emerald Solutions), whose address is 500 - 108th Avenue N.E., Suite 2020, Bellevue, Washington 98004 and Martin Wright (Executive), whose address is 10660 Youngberg Hill Road, McMinnville, Oregon 97128, enter this agreement. The parties acknowledge that Emerald Solutions sells and implements software-based custom strategic solutions and that Executive is an experienced and successful manager and leader. Emerald Solutions hires Executive under these terms: 1. EMPLOYMENT 1.1 LENGTH. Executive's employment with Emerald Solutions begins on January 27, 1997 (Effective Date), and continues until ended as this Agreement provides. 1.2 FULL TIME. Executive will work full time. Executive will devote his good faith effor

Emerald Deleware Inc – EMPLOYMENT AGREEMENT (February 16th, 2000)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT Emerald Solutions, Inc. (Emerald Solutions), whose address is 500 - 108th Avenue N.E., Suite 2020, Bellevue, Washington 98004 and Mark Markowitz (Executive), whose address is 10 Graydon Place, Flanders, New Jersey 07836 enter this agreement. The parties acknowledge that Emerald Solutions sells and implements software-based custom strategic solutions and that Executive is an experienced and successful manager and leader. Emerald Solutions hires Executive under these terms: 1. EMPLOYMENT 1.1 LENGTH. Executive's employment with Emerald Solutions begins on August 29, 1997 (Effective Date), and continues until ended as this Agreement provides. 1.2 FULL TIME. Executive will work full time. Executive will devote his good faith efforts in support of Emeral