Exhibit 2.8 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
RECITALS:Stock Option Agreement • September 4th, 1998 • Sterling Software Inc • Services-prepackaged software • Massachusetts
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
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
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
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
Exhibit 10.15 AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • November 20th, 1997 • Sterling Software Inc • Services-prepackaged software • Delaware
INDENTURESterling Software Inc • November 17th, 1995 • Services-prepackaged software • Texas
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
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
EXHIBIT 2.3 =================================================================== ============= TERMINATION AGREEMENTTermination Agreement • July 1st, 1997 • Sterling Software Inc • Services-prepackaged software • Ohio
FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • July 21st, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
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
Exhibit 2.5 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Massachusetts
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • March 14th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
RECITALS:Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 22nd, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
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
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
RECITALS:Consulting Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Texas
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
STERLING SOFTWARE, INC. 300 Crescent Court Suite 1200 Dallas, Texas 75201 July 7, 1999Definitive Agreement • July 21st, 1999 • Sterling Software Inc • Services-prepackaged software
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
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
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
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
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
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 1998 • Sterling Software Inc • Services-prepackaged software • Texas
WITNESSETH:Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
WITNESSETH:Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
CEO AGREEMENTCeo Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
INTRODUCTIONAgreement and Plan of Merger • February 22nd, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
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
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
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
