Exhibit 2.8 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
RECITALS:Stock Option Agreement • September 4th, 1998 • Sterling Software Inc • Services-prepackaged software • Massachusetts
Contract Type FiledSeptember 4th, 1998 Company Industry Jurisdiction
EXHIBIT 10.1 STERLING SOFTWARE, INC. THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JULY 1, 1997Revolving Credit Agreement • August 14th, 1997 • Sterling Software Inc • Services-prepackaged software
Contract Type FiledAugust 14th, 1997 Company Industry
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT CONCERNING THE TEXAS INSTRUMENTS SOFTWARE BUSINESS OF TEXAS INSTRUMENTS INCORPORATEDAsset Purchase Agreement • May 15th, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledMay 15th, 1997 Company Industry Jurisdiction
Exhibit 1 --------- RIGHTS AGREEMENT Dated as of December 18, 1996 By and Between STERLING SOFTWARE, INC.Rights Agreement • December 19th, 1996 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledDecember 19th, 1996 Company Industry Jurisdiction
EXHIBIT 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment No. 1"), is made and entered into this 19th day of June, 1997, by and among Texas Instruments Incorporated, a Delaware...Asset Purchase Agreement • July 1st, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
Exhibit 10.15 AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • November 20th, 1997 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 20th, 1997 Company Industry Jurisdiction
INDENTURESterling Software Inc • November 17th, 1995 • Services-prepackaged software • Texas
Company FiledNovember 17th, 1995 Industry Jurisdiction
EXHIBIT 10(d) ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated as of November 30, 1994, among Sterling Software, Inc., a Delaware corporation ("Sterling"), KnowledgeWare, Inc., a Georgia corporation ("KnowledgeWare"), The First National...Escrow Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledNovember 17th, 1995 Company Industry Jurisdiction
EXHIBIT 10(c) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of November 30, 1994 by and among Sterling Software, Inc., a Delaware corporation (the "Buyer"), and the former stockholders of...Registration Rights Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 17th, 1995 Company Industry Jurisdiction
EXHIBIT 2.3 =================================================================== ============= TERMINATION AGREEMENTTermination Agreement • July 1st, 1997 • Sterling Software Inc • Services-prepackaged software • Ohio
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • July 21st, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJuly 21st, 1999 Company Industry Jurisdiction
Exhibit 1 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT (this "Amendment"), dated as of February 14, 2000, to the Rights Agreement, dated as of December 18, 1996, as amended by the First Amendment to Rights Agreement, dated as of March 12,...Rights Agreement • February 17th, 2000 • Sterling Software Inc • Services-prepackaged software
Contract Type FiledFebruary 17th, 2000 Company Industry
Exhibit 2.5 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Massachusetts
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • March 14th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledMarch 14th, 2000 Company Industry Jurisdiction
RECITALS:Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2000 Company Industry Jurisdiction
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 22nd, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledFebruary 22nd, 2000 Company Industry Jurisdiction
Exhibit 10.8 ------------ STERLING SOFTWARE, INC 1996 STOCK OPTION PLAN Stock Option Agreement ---------------------- This Stock Option Agreement (the "Agreement") is entered into by and between Sterling Software, Inc., a Delaware corporation (the...Stock Option Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
AMENDMENT NO. 1 --------------- TO INTERNATIONAL DISTRIBUTOR AGREEMENT BETWEEN STERLING COMMERCE INTERNATIONAL, INC. AND STERLING SOFTWARE INTERNATIONAL, INC.Sterling Software Inc • February 12th, 1997 • Services-prepackaged software
Company FiledFebruary 12th, 1997 Industry
RECITALS:Consulting Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledNovember 26th, 1996 Company Industry Jurisdiction
q) "Preferred Shares" means shares of Series A Junior ---------------- Participating Preferred Stock, par value $0.10 per share, of the Company having the rights and preferences set forth in the form of the Amended Certificate of Designations of...Rights Agreement • April 3rd, 1998 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledApril 3rd, 1998 Company Industry Jurisdiction
STERLING SOFTWARE, INC. 300 Crescent Court Suite 1200 Dallas, Texas 75201 July 7, 1999Definitive Agreement • July 21st, 1999 • Sterling Software Inc • Services-prepackaged software
Contract Type FiledJuly 21st, 1999 Company Industry
EXHIBIT 10.2 THIRD AMENDMENT AND MODIFICATION AGREEMENT THIRD AMENDMENT AND MODIFICATION AGREEMENT dated as of December 16, 1996 (this "Amendment") by and among STERLING SOFTWARE, INC., a Delaware corporation (the "Company"); the direct and indirect...And Modification Agreement • February 12th, 1997 • Sterling Software Inc • Services-prepackaged software
Contract Type FiledFebruary 12th, 1997 Company Industry
EXHIBIT 10(r) CONSULTATION AGREEMENT ---------------------- THIS AGREEMENT, made and entered into this 2nd day of July, 1994, by and between STERLING SOFTWARE, INC., a Delaware corporation, with its principal office and place of business at 8080 North...Consultation Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software
Contract Type FiledNovember 17th, 1995 Company Industry
EXHIBIT 10.14 [Form of Agreement for Executives with Severance Agreement] CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of _________ __, 199_, by and between Sterling Software, Inc., a...Control Severance Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 26th, 1996 Company Industry Jurisdiction
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), by and between Sterling Software, Inc. ("Sterling Software") and Jeannette P. Meier ("Meier"), is entered into effective as of September 30, 1998. WHEREAS, Meier's...Employment Agreement • November 19th, 1998 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 19th, 1998 Company Industry Jurisdiction
Exhibit 10.5 STERLING SOFTWARE, INC. 1996 STOCK OPTION PLAN Stock Option Agreement ---------------------- This Stock Option Agreement (the "Agreement") is entered into by and between Sterling Software, Inc., a Delaware corporation (the "Company"), and...Stock Option Agreement • November 20th, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledNovember 20th, 1997 Company Industry Jurisdiction
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 1998 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledApril 28th, 1998 Company Industry Jurisdiction
WITNESSETH:Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2000 Company Industry Jurisdiction
WITNESSETH:Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2000 Company Industry Jurisdiction
CEO AGREEMENTCeo Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2000 Company Industry Jurisdiction
INTRODUCTIONAgreement and Plan of Merger • February 22nd, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledFebruary 22nd, 2000 Company Industry Jurisdiction
EXHIBIT 10.26 AGREEMENT CONCERNING REVENUE RULING This Agreement Concerning Revenue Ruling (this "Agreement") is made and entered into as of the 19th day of September 1996, by Sterling Commerce, Inc., a Delaware corporation ("Commerce"), for the...Agreement Concerning Revenue Ruling • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Texas
Contract Type FiledNovember 26th, 1996 Company Industry Jurisdiction
Exhibit 99.1 ------------ MYSTECH ASSOCIATES, INC. Corporate Stock Ownership Agreement ====================== October 14, 1994 MYSTECH ASSOCIATES, Inc., a Connecticut Corporation, hereinafter called the "Corporation," and the owners of shares of...Exhibit 99 • May 28th, 1998 • Sterling Software Inc • Services-prepackaged software • Connecticut
Contract Type FiledMay 28th, 1998 Company Industry Jurisdiction
Exhibit 10.15 ------------- CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of October 22, 1999, by and between Sterling Software, Inc., a Delaware corporation (the "Company"), and...Control Severance Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction