Advantage Payroll Services Inc Sample Contracts

Advantage Payroll Services Inc – UNDERWRITING AGREEMENT (May 13th, 2002)

Exhibit 1.1 __________ Shares ADVANTAGE PAYROLL SERVICES, INC. Common Stock UNDERWRITING AGREEMENT ___________, 2002 LEHMAN BROTHERS INC. CIBC WORLD MARKETS CORP. FIRST UNION SECURITIES, INC. ROBERT W. BAIRD & CO. INCORPORATED As Representatives of the several underwriters named in Schedule 1 hereto c/o LEHMAN BROTHERS INC. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Advantage Payroll Services, Inc., a Delaware corporation (the "Company"), and certain stockholders of the Company named in Schedule 2 hereto (the "Selling Stockholders"), propose to sell 5,750,000 shares (the "Firm Stock") of the Company's common stock, par value $0.01 per share (the "Common Stock"). Of the 5,750,000 shares of the Firm Stock, 4,539,473 are being sold by the Company and 1,210,527 by the Se

Advantage Payroll Services Inc – RESTATED ADDITIONAL INCENTIVE AGREEMENT (May 13th, 2002)

Exhibit 10.14 Execution Copy RESTATED ADDITIONAL INCENTIVE AGREEMENT This Restated Additional Incentive Agreement (this "Agreement") is hereby entered into as of March __, 2002, by and among Advantage Payroll Services, Inc. (the "Company"), Charles W. Lathrop, Jr. ("Lathrop"), Nancy M. French ("French"), David R. Meagher ("Meagher"), Peter J. McGrail ("McGrail" and together with Lathrop, French and Meagher, the "Executives"), and Willis Stein & Partners, L.P. (the "Investor"). The main purpose of this Agreement is to reward the Executives for services performed for the Company and its affiliates and to provide additional incentives to maximize each such Executive's efforts to develop the Company to the fullest extent possible. WHEREAS, on February 10, 1998, the Company was recapitalized (the "Recapitalization"), and,

Advantage Payroll Services Inc – RESTATED CERTIFICATE OF INCORPORATION (April 26th, 2002)

Exhibit 3.1 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF ADVANTAGE PAYROLL SERVICES, INC. A Delaware Corporation ARTICLE I --------- The name of the Corporation is Advantage Payroll Services, Inc. ARTICLE II ---------- The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is CT Corporation System. ARTICLE III ----------- The nature of the business or

Advantage Payroll Services Inc – REGISTRATION RIGHTS AGREEMENT (April 26th, 2002)

Exhibit 4.3 ADVANTAGE BUSINESS SERVICES HOLDINGS INC. ----------------------------------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of July 23, --------- 1999 by and among J. STOKES MAYFIELD ("Mayfield") and ADDIE M. RUTLEDGE ("Rutledge"), both of Rock Hill, South Carolina, Mayfield with an address of 1225 Meadow Lakes Road, P.O. Box 999, Rock Hill, South Carolina, 29732 (Mayfield and Rutledge being collectively referred to as the "Stockholders"); and ADVANTAGE BUSINESS SERVICES HOLDINGS, INC., a Delaware corporation located at 126 Merrow Road, P.O. Box 1330, Auburn, Maine 04211-1330 (the "Company"). The Company and the Stockholders are referred to herein individually as a "Party" and col

Advantage Payroll Services Inc – STOCK OPTION PLAN (April 26th, 2002)

Exhibit 10.7 ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. 2001 MANAGEMENT AND SALES EMPLOYEES STOCK OPTION PLAN ARTICLE I Purpose of Plan --------------- The 2001 Management and Sales Employees Stock Option Plan (the "Plan") of ---- Advantage Business Services Holdings, Inc. (the "Company"), approved by the ------- Board of Directors of the Company (the "Board") on June 5, 2001, is intended to ----- advance the best interests of the Company by providing persons who have a significant responsibility for its management and growth with additional incentives by allowing them to acquire an

Advantage Payroll Services Inc – 1998 KEY EMPLOYEES STOCK OPTION PLAN (April 26th, 2002)

Exhibit 10.5 ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. 1998 KEY EMPLOYEES STOCK OPTION PLAN ARTICLE I Purpose of Plan --------------- The 1998 Stock Option Plan (the "Plan") of Advantage Business Services ---- Holdings, Inc. (the "Company"), adopted by the Board of Directors of the Company ------- (the "Board") and approved by the Company's stockholders on February 10, 1998, ----- for executive and other key employees of the Company, is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encoura

Advantage Payroll Services Inc – REGISTRATION RIGHTS AGREEMENT (April 26th, 2002)

Exhibit 4.2 Execution Copy ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. ------------------------------------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of --------- February 10, 1998 by and among Advantage Business Services Holdings, Inc., a Delaware corporation (the "Company"), the Persons listed on the signature pages ------- hereto as "Investors" (the "Investors") and the Persons listed on the signature --------- pages hereto as "Other Stockholders" (the "Other Stockholders"). The Company, ------------------ the Invest

Advantage Payroll Services Inc – MANAGEMENT AND SALES EMPLOYEES STOCK OPTION PLAN (April 26th, 2002)

Exhibit 10.6 ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. MANAGEMENT AND SALES EMPLOYEES STOCK OPTION PLAN ARTICLE I Purpose of Plan --------------- The Management and Sales Employees Stock Option Plan (the "Plan") of ---- Advantage Business Services Holdings, Inc. (the "Company"), approved by the ------- Board of Directors of the Company (the "Board") on January 27, 2000, is intended ----- to advance the best interests of the Company by providing persons who have a significant responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby e

Advantage Payroll Services Inc – 2002 STOCK OPTION PLAN (April 26th, 2002)

Exhibit 10.8 FORM OF ADVANTAGE PAYROLL SERVICES, INC. 2002 STOCK OPTION PLAN 1. Purpose. ------- This plan shall be known as the Advantage Payroll Services, Inc. 2002 Stock Option Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of Advantage Payroll Services, Inc. (the "Company") and its Subsidiaries by (i) providing certain directors, officers and employees of, and certain other individuals who perform services for the Company, its Subsidiaries or any of the Company's associate offices, or to whom an offer of employment has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available pers

Advantage Payroll Services Inc – ASSOCIATE LICENSE AGREEMENT (April 26th, 2002)

ADVANTAGE PAYROLL SERVICES, INC. ASSOCIATE LICENSE AGREEMENT THIS AGREEMENT entered into this day of ____________, 20___ between ADVANTAGE PAYROLL SERVICES, INC., a Delaware corporation with offices at 126 Merrow Road, Auburn, Maine, 04211 (referred to as "we" or "us"), and ________________________ _____________________________________________________ (referred to as "you"). WITNESSETH: We, as the result of the expenditure of time, skill, effort, and money, have developed and own a unique and distinctive system ("System") relating to the establishment and operation of an Advantage payroll business providing payroll and other business related services including computerized payroll calculation, payroll check issuance, weekly and monthly client reports, and other services. The distinguishing characteristics of the System include centralized payroll services, distinctive business image,

Advantage Payroll Services Inc – INDEMNIFICATION AGREEMENT (April 26th, 2002)

Exhibit 10.9 FORM OF INDEMNIFICATION AGREEMENT This Agreement, dated as of __________, 2002 is made by and between Advantage Payroll Services, Inc., a Delaware corporation (the "Company"), and________________ who is currently serving as an officer and/or director of the Company (the "Indemnitee"). WHEREAS, the Indemnitee is currently serving in the capacity or capacities described above; WHEREAS, the Company is contemplating an initial public offering of its common stock (the "Offering"), which may increase the risk of litigation and other claims being asserted against the directors and officers of the Company; WHEREAS, the Company has determined that it is in the best interests of the Company to enter into indemnification agreements with its current officers and/or directors of the Company; WHERE

Advantage Payroll Services Inc – ALLIANCE AGREEMENT (April 26th, 2002)

Exhibit 10.10 REDACTED ALLIANCE AGREEMENT THIS AGREEMENT is made as of this 23rd day of March, 2000, by and between New England Business Service, Inc., a Delaware corporation, on behalf of itself and its U.S. subsidiaries as described on Schedule S (collectively, "NEBS"), with offices located at 500 Main Street, Groton, MA 01471, and Advantage Business Services Holdings, Inc., a Delaware corporation ("Advantage"), with offices located at 126 Merrow Road, Auburn, ME 04211-1330. This Agreement describes the terms and conditions of the strategic alliance between NEBS and Advantage, pursuant to which Advantage will provide payroll processing and related services on a private label basis to NEBS' customers, and NEBS will actively market such services to its existing and prospective customers in the United St

Advantage Payroll Services Inc – EMPLOYMENT AND NON-COMPETE AGREEMENT (March 18th, 2002)

EXHIBIT 10.2 ADVANTAGE PAYROLL SERVICES, INC. EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 15th day of March 2002 between Advantage Payroll Services, Inc., a Delaware corporation (the "Company") and Peter J. McGrail ("Executive"). The Company and the Executive desire to enter into an agreement (i) defining the relative rights of the Company and the Executive, (ii) setting forth the obligation of Executive to refrain from competing with the Company during his employment with the Company and for a period of time thereafter as provided herein and (iii) setting forth certain terms of Executive's employment with the Company. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as f

Advantage Payroll Services Inc – COMMON STOCK PURCHASE WARRANT (March 18th, 2002)

EXHIBIT 10.11 NEITHER THIS WARRANT NOR THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE REVISED MAINE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, NOR WILL ANY TRANSFEREE BE RECOGNIZED BY THE COMPANY AS HAVING ANY INTEREST IN THE WARRANT, UNLESS THE TRANSFEREE OR TRANSFEROR FURNISHES THE COMPANY A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS. COMMON STOCK PURCHASE WARRANT FOR SHARES OF ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. Advantage Business Services Holdings, Inc., a Delaware corporation (the "Company"), for value received and subject to the terms set forth below, hereby grants to New England Business Serv

Advantage Payroll Services Inc – EMPLOYMENT AND NON-COMPETE AGREEMENT (March 18th, 2002)

EXHIBIT 10.3 ADVANTAGE PAYROLL SERVICES, INC. EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 15th day of March 2001, between Advantage Payroll Services, Inc., a Delaware corporation (the "Company") and Nancy M. French ("Executive"). The Company and the Executive desire to enter into an agreement (i) defining the relative rights of the Company and the Executive, (ii) setting forth the obligation of Executive to refrain from competing with the Company during her employment with the Company and for a period of time thereafter as provided herein and (iii) setting forth certain terms of Executive's employment with the Company. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agr

Advantage Payroll Services Inc – EMPLOYMENT AND NON-COMPETE AGREEMENT (March 18th, 2002)

EXHIBIT 10.1 ADVANTAGE PAYROLL SERVICES, INC. EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of March 15, 2002 between Advantage Payroll Services, Inc., a Delaware corporation (the "Company") and Charles W. Lathrop, Jr. ("Executive"). The Company and the Executive desire to enter into an agreement (i) defining the relative rights of the Company and the Executive, (ii) setting forth the obligation of Executive to refrain from competing with the Company during his employment with the Company and for a period of time thereafter as provided herein and (iii) setting forth certain terms of Executive's employment with the Company. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows

Advantage Payroll Services Inc – EXCHANGE AGREEMENT (March 18th, 2002)

Exhibit 10.13 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this "Agreement") is made as of May 25, 2001, by and among each of the persons listed on the Schedule of Exchangors attached hereto (each, an "Exchangor" and collectively the "Exchangors") and Advantage Business Services Holdings, Inc., a Delaware corporation (the "Company"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof. WHEREAS, the Company has issued to each of the Exchangors one or more Junior Subordinated Promissory Notes (each, a "Note" and collectively, the "Notes"). WHEREAS, each Exchangor desires to exchange all of the outstanding principal and interest on the Notes held by such Exchangor, as set forth opposite such Exchangor's name on the Schedule of Exchangors attached hereto for the number of shares of the Company's Preferred Stock, par value $.01

Advantage Payroll Services Inc – EMPLOYMENT AND NON-COMPETE AGREEMENT (March 18th, 2002)

EXHIBIT 10.4 Execution Copy ADVANTAGE BUSINESS SERVICES HOLDINGS, INC. EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of April 1, 2001 between Advantage Business Services Holdings, Inc., a Delaware corporation (the "Company") and David R. Meagher ("Executive"). The Company and the Executive desire to enter into an agreement (i) defining the relative rights of the Company and the Executive, (ii) setting forth the obligation of Executive to refrain from competing with the Company during his employment with the Company and for a period of time thereafter as provided herein and (iii) setting forth certain terms of Executive's employment with the Company. In consideration of the mutual covenants contained herein and other good and valuable consideration, the rec