Avanade Inc. Sample Contracts

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AVANADE INC.
Employee Stockholders Agreement • January 20th, 2006 • Avanade Inc. • Washington
EXHIBIT 4.5 THIRD AMENDED AND RESTATED CONTRIBUTION AND STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 14, 2005
Contribution and Stockholders Agreement • January 20th, 2006 • Avanade Inc. • Delaware
AVANADE INC. EXERCISE AND EARLY EXERCISE NOTICE AND STOCK PURCHASE AGREEMENT
Exercise and Early Exercise Notice and Stock Purchase Agreement • November 21st, 2007 • Avanade Inc. • Services-management consulting services • Washington

By your signature and the signature of the Company’s representative below, you (“Employee”) and the Company agree that you are purchasing shares of the Company’s Common Stock subject to the terms and conditions of the Company’s 2000 Stock Incentive Plan (the “Plan”) and this Agreement. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.

AVANADE INC.
And Stock Purchase Agreement • January 20th, 2006 • Avanade Inc. • Washington
AVANADE INC. AND
Loan Agreement • March 17th, 2006 • Avanade Inc. • Services-management consulting services
AVANADE INC. LONG-TERM INCENTIVE PLAN AVANADE VALUATION UNIT AGREEMENT
Avanade Valuation Unit Agreement • June 23rd, 2006 • Avanade Inc. • Services-management consulting services

Subject to the terms and conditions of the Avanade Inc. Long-Term Incentive Plan (the “Plan”), Avanade Inc. (the “Company”) hereby grants to you the number of Avanade Valuation Units (each, a “Unit” and collectively, the “Units”) as set forth in your Avanade Valuation Unit Grant Notice (“Grant Notice”), each with (this “AVU Agreement”) a Base Value and Grant Date as indicated in your Grant Notice. Capitalized terms not expressly defined in this Avanade Valuation Unit Agreement but defined in the Plan shall have the meanings ascribed such terms in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2007 • Avanade Inc. • Services-management consulting services • Washington

This Agreement, dated as of November 9, 2001, is made and entered into by and between Avanade Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Dennis Knapp (“Employee”). For the definitions of certain terms used in this Agreement, see Section 7 below.

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