ARTICLE 1 DEFINITIONSTaleo Corp • May 13th, 2004 • Services-prepackaged software • Quebec
EXHIBIT 10.6 RECRUITSOFT, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is effective as of , by and between Recruitsoft, Inc., a Delaware corporation (the "Company") and (the "Indemnitee"). WHEREAS, the Company...Indemnification Agreement • March 31st, 2004 • Recruitsoft Inc • Delaware
RECITALS:Pledge and Security Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • New York
BY AND AMONGAgreement and Plan of Merger • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • Delaware
CREDIT AGREEMENT dated as of April 22, 2011 among TALEO CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and COMERICA BANK as Syndication Agent J.P. MORGAN SECURITIES LLC and COMERICA BANK as Joint Bookrunners and...Credit Agreement • April 28th, 2011 • Taleo Corp • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 22, 2011 among TALEO CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and COMERICA BANK, as Syndication Agent.
EXHIBIT 4.3 RECRUITSOFT, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OCTOBER 21, 2003Investor Rights Agreement • March 31st, 2004 • Recruitsoft Inc • Delaware
EXHIBIT 10.19 CREDIT AND GUARANTY AGREEMENT DATED AS OF APRIL 25, 2005Credit and Guaranty Agreement • July 1st, 2005 • Taleo Corp • Services-prepackaged software • New York
Taleo Corporation Class A Common Stock ($0.00001 par value) Underwriting AgreementTaleo Corp • November 12th, 2009 • Services-prepackaged software • New York
Taleo Corporation, 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 “Representatives”) are acting as representatives, 6,500,000 shares of the Class A Common Stock, $0.00001 par value (the “Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 975,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate.
AGREEMENT AND PLAN OF MERGER dated as of February 8, 2012 among TALEO CORPORATION, OC ACQUISITION LLC, TIGER ACQUISITION CORPORATION, and ORACLE CORPORATIONAgreement and Plan of Merger • February 9th, 2012 • Taleo Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 8, 2012, among Taleo Corporation, a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Tiger Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Ultimate Parent is a party solely with respect to the performance of its obligations set forth in Section 2.06 and 9.15.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, CAJUN ACQUISITION CORPORATION, LEARN.COM, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY JAMES RILEY AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK NATIONAL ASSOCIATION AS ESCROW...Agreement and Plan of Merger • September 2nd, 2010 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 1, 2010 by and among Taleo Corporation, a Delaware corporation (“Parent”), Cajun Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Learn.com, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE VII, ARTICLE VIII and ARTICLE IX hereof only, James Riley, not in his individual capacity but solely as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
EXHIBIT 4.4 COVENANT AGREEMENT entered into by and between: RECRUITSOFT.COM INC., a corporation incorporated under the laws of the State of Delaware (U.S.A.), having its registered office at One Rodney Square, 10th Floor, Tenth and Kent Streets, City...Covenant Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • Quebec
BY AND AMONGAgreement and Plan of Merger • March 31st, 2004 • Recruitsoft Inc • Delaware
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 9th, 2012 • Taleo Corp • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of February 8, 2012 (this “Agreement”), between OC Acquisition LLC, a Delaware limited liability company (“Parent”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
THIS TEXT IS THE ENGLISH OF THE ORIGINAL FRENCH LETTER DATED APRIL 28, 2004. IN CASE OF DISCREPANCY BETWEEN THE TWO VERSIONS, THE FRENCH VERSION SHALL HAVE PRECEDENCE. Attn.: Mr. Jean Lavigueur, CA, CFO --------------------------------...Confirmatory Agreement • May 13th, 2004 • Taleo Corp • Services-prepackaged software • Quebec
LEASE BIT HOLDINGS FIFTY-SIX, INC., a Maryland corporation, Landlord, and Taleo Corporation, a Delaware corporation Tenant Dated: March 16, 2006Lease • September 15th, 2011 • Taleo Corp • Services-prepackaged software • California
This Work Letter sets forth the terms and conditions relating to the improvement of the Premises for Tenant’s use and occupancy. All references in the Work Letter to “the Amendment” shall mean the Amendment to which this Work Letter is attached. All references in this Work Letter to “the Lease” shall mean the Lease as defined in the Amendment to which this Work Letter is attached. Capitalized terms used herein without definition shall have the meanings set forth in the Lease or the Amendment, as applicable.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TALEO CORPORATION, DOLPHIN ACQUISITION CORPORATION, PORPOISE ACQUISITION LLC, VURV TECHNOLOGY, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DEREK MERCER AS STOCKHOLDER REPRESENTATIVE AND...Agreement and Plan of Reorganization • May 7th, 2008 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 5, 2008 by and among Taleo Corporation, a Delaware corporation (“Parent”), Dolphin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Porpoise Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“NewLLC”), Vurv Technology, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Derek Mercer as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, WYOMING ACQUISITION CORPORATION, WORLDWIDE COMPENSATION, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DENNIS M. ROHAN AS SHAREHOLDER REPRESENTATIVE AND AS...Agreement and Plan of Merger • September 18th, 2009 • Taleo Corp • Services-prepackaged software • California
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 14, 2009 by and among Taleo Corporation, a Delaware corporation (“Parent”), Wyoming Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Sub”), Worldwide Compensation, Inc., a California corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Dennis M. Rohan as shareholder representative (the “Shareholder Representative”), and U.S. Bank National Association as escrow agent.
EXHIBIT 10.9 EMPLOYMENT AGREEMENT entered into in Montreal (Quebec) as of April 30, 1999 by and between: RECRUSOFT INC., a company incorporated under the laws of the province of Quebec, having its head office at 390, St-Vallier East, Suite 401, Quebec...Employment Agreement • March 31st, 2004 • Recruitsoft Inc • Quebec
EXHIBIT 10.8 EMPLOYMENT AGREEMENT entered into in Montreal (Quebec) as of April 30, 1999 by and between: RECRUSOFT INC., a company incorporated under the laws of the province of Quebec, having its head office at 390, St-Vallier East, Suite 401, Quebec...Employment Agreement • March 31st, 2004 • Recruitsoft Inc • Quebec
ContractEmployment Agreement • April 30th, 2009 • Taleo Corp • Services-prepackaged software • Quebec
AGREEMENT RECITALSAgreement • September 13th, 2005 • Taleo Corp • Services-prepackaged software • Quebec
This agreement (the “Agreement”) is made by and between Jean Lavigueur (“Mr. Lavigueur”) and Taleo (Canada) Inc. and its affiliates, including but not limited to Taleo Corporation and the subsidiaries of Taleo Corporation (collectively referred to as “Company”) (Mr. Lavigueur and the Company are collectively referred to as the “Parties”):
CONTRACT OF EMPLOYMENT EFFECTIVE AS OF THE 8th DAY OF March, 2006.Taleo Corp • April 17th, 2006 • Services-prepackaged software • Quebec
BETWEEN: TALEO (CANADA) INC., having a place of business at 330 St-Vallier St. East, Suite 400, in the City and District of Quebec, Province of Quebec, G1K 9C5, (hereinafter referred to as “Taleo”)
Taleo Corporation Shares a/ Class A Common Stock ($0.00001 par value) Form of Underwriting AgreementTaleo Corp • September 26th, 2005 • Services-prepackaged software • New York
Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. CIBC World Markets Corp. ThinkEquity Partners LLC As Representatives of the several Underwriters, 388 Greenwich Street New York, New York 10013
EXHIBIT 10.12 e-BUSINESS HOSTING AGREEMENT This e-business Hosting Agreement ("Agreement") between International Business Machines Corporation ("IBM") and RECRUITSOFT, INC. ("Customer"), sets forth the terms and conditions under which IBM will provide...E-Business Hosting Agreement • January 28th, 2005 • Taleo Corp • Services-prepackaged software • New York
Pro Forma Financial InformationPro Forma Financial Information • March 19th, 2010 • Taleo Corp • Services-prepackaged software
On September 14, 2009, Taleo Corporation, (“the Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) to acquire Worldwide Compensation, Inc. (“WWC”), a private company with headquarters in California that provides compensation management solutions. In accordance with the terms of the Merger Agreement, the Company was to pay up to $16.0 million in cash, subject to adjustment for any outstanding debt, third-party expenses and certain other specified items, in exchange for all of the issued and outstanding capital stock, options and warrants of WWC that the Company did not already own. Fifteen percent (15%) of the consideration was to be placed into escrow for one year following the closing to be held as security for losses incurred by the Company in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events. Previously, in the third quarter of 2008, the Company made an inves
TALEO CORPORATION 2004 STOCK PLAN PERFORMANCE SHARE AGREEMENT (Canada Grantees) Grant # _______________ NOTICE OF GRANT2004 Stock Plan Performance Share Agreement • June 6th, 2006 • Taleo Corp • Services-prepackaged software • California
Taleo Corporation (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Grantee”), the number of performance shares indicated below (the “Performance Shares”) under the Company’s 2004 Stock Plan (the “Plan”). The date of this Agreement is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this Award are as follows:
INTERNAP LOGO] INTERNAP STANDARD TERMS AND CONDITIONS This Agreement, with an Effective Date of September 1, 2002 ("Effective Date"), is between Internap Network Services Corporation, including its affiliates and subsidiaries ("Internap"), 601 Union...Terms and Conditions • June 30th, 2004 • Taleo Corp • Services-prepackaged software • Washington
TALEO CORPORATION JEFFREY CARR EMPLOYMENT AGREEMENTJeffrey Carr Employment Agreement • April 17th, 2006 • Taleo Corp • Services-prepackaged software • California
This Agreement is entered into as of March 8, 2006 (the “Effective Date”) by and between Taleo Corporation, a Delaware corporation, (the “Company”) and Jeffrey Carr (“Executive”).
Page 1 of 1Payment Plan Agreement • August 7th, 2009 • Taleo Corp • Services-prepackaged software
This Payment Schedule is entered into by Customer and Oracle Credit Corporation (“OCC”) for the acquisition of the System from Oracle Corporation, an affiliate of Oracle Corporation, an alliance member/agent of Oracle Corporation or any other party providing any portion of the System (“Supplier”). This Payment Schedule incorporates by reference the terms and conditions of the above-referenced Payment Plan Agreement (“PPA”) to create a separate Contract (“Contract”).
ContractReorganization Agreement • October 28th, 2009 • Taleo Corp • Services-prepackaged software
On May 5, 2008, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) to purchase Vurv Technology, Inc. (“Vurv”), a private company with headquarters in Florida. Vurv is a provider of on demand talent management software. On July 1, 2008, the Company completed the acquisition of Vurv. Accordingly, the assets, liabilities and operating results of Vurv were reflected in the Company’s consolidated financial statements beginning in the third quarter of 2008. The total consideration paid by the Company in connection with the acquisition was approximately $34.4 million in cash, $2.9 million in third party fees, and approximately 3.8 million shares of Class A common stock, of which approximately $33.8 million in cash and approximately 3.3 million shares of Class A common stock were paid on the closing date. Approximately 0.5 million shares were placed into escrow for one year following the closing to be held as security for losses incurred by the Co
TALEO CORPORATION DOUGLAS JEFFRIES – EMPLOYMENT AGREEMENTDouglas Jeffries – Employment Agreement • October 25th, 2010 • Taleo Corp • Services-prepackaged software • California
This Agreement is entered into as of November 8, 2010 (the “Effective Date”) by and between Taleo Corporation, a Delaware corporation (the “Company”) and Douglas Jeffries (“Executive”). The Agreement is contingent upon Executive’s successful completion of standard new hire procedures of the Company, including background checks and proof of right to work in the United States. The term of this Agreement shall be four (4) years from the Effective Date. The parties agree to engage in a good faith review and renewal evaluation of this Agreement at the third anniversary of the Effective Date. If at the time of expiration of this Agreement the Company is engaged in discussions that may involve a Change in Control, as defined below, the term of this agreement shall be automatically extended by eighteen (18) months from the original date of expiration.
SEPARATION AGREEMENT RECITALSSeparation Agreement • April 30th, 2009 • Taleo Corp • Services-prepackaged software • California
This Severance Agreement and Release (“Agreement”) is made by and between Jeffrey Carr (“Employee”) and Taleo Corporation and all its heirs, successors, insurers, employers, employees, officers, directors, shareholders and agents (hereinafter collectively referred to as “the Company”) (Employee and the Company are collectively referred to as the “Parties”.):
TALEO CORPORATION 2004 STOCK PLAN RESTRICTED STOCK AGREEMENT Grant # ____________ NOTICE OF GRANTRestricted Stock Agreement • June 6th, 2006 • Taleo Corp • Services-prepackaged software • California
Taleo Corporation (the “Company”) hereby awards you, [NAME OF EMPLOYEE] (the “Grantee”), 10,000 shares of restricted Common Stock of the Company (the “Restricted Stock”) under the Company’s 2004 Stock Plan (the “Plan”). The date of this Restricted Stock Agreement (the “Agreement”) is [MONTH/DAY], [YEAR] (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto), the principal features of this grant are as follows:
Taleo Corporation Class A Common Stock ($0.00001 par value) Form of Underwriting AgreementTaleo Corp • May 25th, 2007 • Services-prepackaged software • New York
Deutsche Bank Securities Inc. CIBC World Markets Corp. ThinkEquity Partners LLC As Representatives of the several Underwriters,
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2007 • Taleo Corp • Services-prepackaged software • California
This Consulting Agreement and Exhibits A and B attached hereto (the “Agreement”) is made and entered into as of the 15th day of November, 2007 (the “Effective Date”) by and between Taleo Corporation, a Delaware corporation located at 4140 Dublin Boulevard, Suite 400, Dublin, CA 94588 (“Company” or “TALEO”), and Brad Benson, an individual, (“Consultant”) (each a “Party” and together the “Parties”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties hereto agree as follows:
