Acxiom Corp Sample Contracts

LiveRamp Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACXIOM HOLDINGS, INC. (October 1st, 2018)

Acxiom Holdings, Inc. (the “Corporation”), acting pursuant to Sections 245 and 242 of the General Corporation Law of the State of Delaware, hereby adopts the following Amended and Restated Certificate of Incorporation. The following only restates and integrates and does not further amend (except as permitted under Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware) the provisions of the Corporation’s Certificate of Incorporation as therefore amended or supplemented, and there is no discrepancy between those provisions and the provisions of the Certificate of Incorporation. The Certificate of Incorporation of Acxiom Holdings, Inc. was originally filed with the Delaware Secretary of State on May 30, 2018.

LiveRamp Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF LIVERAMP HOLDINGS, INC. (October 1st, 2018)

The registered office of LIVERAMP HOLDINGS, INC. (referred to herein as the “Corporation”) shall be located in the City of Wilmington, County of New Castle, State of Delaware. The principal office of the Corporation shall be located in the City of San Francisco, County of San Francisco, State of California. The Corporation may have such other offices, either within or without the States of Delaware and California, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Acxiom Holdings, Inc. – AMENDED AND RESTATED BYLAWS OF ACXIOM HOLDINGS, INC. (September 21st, 2018)

The registered office of ACXIOM HOLDINGS, INC. (referred to herein as the “Corporation”) shall be located in the City of Wilmington, County of New Castle, State of Delaware. The principal office of the Corporation shall be located in the City of Conway, County of Faulkner, State of Arkansas. The Corporation may have such other offices, either within or without the States of Delaware and Arkansas, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Acxiom Holdings, Inc. – AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (September 21st, 2018)
Acxiom Holdings, Inc. – AGREEMENT AND PLAN OF MERGER (September 21st, 2018)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of September 20, 2018, by and among Acxiom Corporation, a Delaware corporation (the “Company”), Acxiom Holdings, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and High Garden Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.

Acxiom Holdings, Inc. – SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 20, 2017 (As amended on the Restatement Effective Date) among ACXIOM LLC, as the Borrower ACXIOM HOLDINGS, INC., as Holdings The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., AND BBVA COMPASS as Syndication Agents and BANK OF MONTREAL, CAPITAL ONE, NATIONAL ASSOCIATION AND PNC BANK, NATIONAL ASSOCIATION as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, (September 21st, 2018)

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 20, 2017 among ACXIOM LLC, a Delaware limited liability company (formerly known as Acxiom Corporation) (the “Borrower”), ACXIOM HOLDINGS, INC., a Delaware corporation (“Holdings”), the lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and BBVA COMPASS as Syndication Agents and BANK OF MONTREAL, CAPITAL ONE, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Acxiom Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACXIOM HOLDINGS, INC. (September 21st, 2018)

Acxiom Holdings, Inc. (the “Corporation”), acting pursuant to Sections 245 and 242 of the General Corporation Law of the State of Delaware, hereby adopts the following Amended and Restated Certificate of Incorporation. The following Amended and Restated Certificate of Incorporation amends, restates, integrates, and supersedes, in its entirety, the Certificate of Incorporation of Acxiom Holdings, Inc. originally filed with the Delaware Secretary of State on May 30, 2018.

Acxiom Holdings, Inc. – COMPENSATION PLAN AGREEMENT (September 21st, 2018)
Acxiom Corp – Master Contribution and Assumption Agreement among Acxiom Corporation, LiveRamp, Inc., and Acxiom Holdings, Inc. Effective As Of July 2, 2018 (July 3rd, 2018)

This Master Contribution and Assumption Agreement (this “Agreement”) is entered into on July 2, 2018 among Acxiom Corporation, a Delaware corporation (“AMS”), LiveRamp, Inc., a Delaware corporation (“LiveRamp”), and Acxiom Holdings, Inc., a Delaware corporation (“Holdco”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Annex A.

Acxiom Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ACXIOM HOLDINGS, INC., LIVERAMP, INC., (Solely for purposes of Sections 6.05 and 6.15) ACXIOM CORPORATION and THE INTERPUBLIC GROUP OF COMPANIES, INC. relating to the purchase and sale of 100% of the membership interests of ACXIOM CORPORATION dated as of July 2, 2018 (July 3rd, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 2, 2018, is made and entered into by and among Acxiom Corporation., a Delaware corporation (the “Company”), LiveRamp, Inc., a Delaware corporation (“LiveRamp”), solely for purposes of Sections 6.05 and 6.15, The Interpublic Group of Companies, Inc., a Delaware corporation (“Purchaser”) and Acxiom Holdings, Inc., a Delaware corporation (“Seller”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

Acxiom Corp – ACXIOM ENTERS INTO DEFINITIVE AGREEMENT TO SELL ACXIOM MARKETING SOLUTIONS FOR $2.3 BILLION TO INTERPUBLIC GROUP The Combination of IPG and AMS Creates Industry Powerhouse for Data-Driven Marketing Solutions Acxiom to Return up to an Additional $1 Billion to Shareholders Proceeds to Fund Further Growth and Innovation (July 2nd, 2018)

CONWAY, Ark., July 02, 2018—Acxiom® (Nasdaq: ACXM), the data foundation for the world’s best marketers, today announced that it has entered into a definitive agreement to sell its Acxiom Marketing Solutions business (AMS) to Interpublic Group (IPG), one of the world’s leading organizations of advertising agencies and marketing services companies, for $2.3 billion in cash. The transaction was unanimously approved by Acxiom’s Board of Directors and is expected to close by the end of calendar 2018.

Acxiom Corp – C O N F I D E N T I A L (May 25th, 2018)

As Acxiom explores strategic options for Acxiom Marketing Solutions (AMS), the consideration described below is being offered to you as a senior executive at Acxiom and a leader of the AMS business in exchange for your support and assistance throughout a potential sale of AMS and post-transaction integration process. The terms described herein are effective immediately and shall not be amended except in writing.

Acxiom Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated as of July 26, 2014, (the “Agreement”), by and between Acxiom Corporation, a Delaware corporation (the “Company”) and Scott E. Howe (the “Executive”), is hereby amended and restated as of February 14, 2018 (the “Restatement Date”).

Acxiom Corp – AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (May 25th, 2018)
Acxiom Corp – 2018 EQUITY COMPENSATION PLAN OF PACIFIC DATA PARTNERS LLC (May 25th, 2018)
Acxiom Corp – INDEMNITY AGREEMENT (May 25th, 2018)

This Indemnity Agreement (“Agreement”), made as of the __ day of _______, 20__ (the “Effective Date”) by and between the ACXIOM CORPORATION, a Delaware corporation (the “Corporation”), and ________________________ (“Indemnitee”).

Acxiom Corp – C O N F I D E N T I A L (May 25th, 2018)

As Acxiom explores strategic options for Acxiom Marketing Solutions (AMS), the consideration described below is being offered to you as a senior executive at Acxiom and a leader of the AMS business in exchange for your support and assistance throughout a potential sale of AMS and post-transaction integration process. The terms described herein are effective immediately and shall not be amended except in writing.

Acxiom Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated March 27, 2015, (the “Agreement”), and effective as of January 11, 2015, (the “Effective Date”), by and between Acxiom Corporation, a Delaware corporation (the “Company”), and Warren C. Jenson (the “Executive”), is hereby amended and restated as of February 14, 2018 (the “Restatement Date”).

Acxiom Corp – ARBOR EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (February 7th, 2018)
Acxiom Corp – CIRCULATE EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (February 7th, 2018)
Acxiom Corp – AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (February 7th, 2018)
Acxiom Corp – AMENDED AND RESTATED 2011 NONQUALIFIED EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (February 7th, 2018)
Acxiom Corp – 2000 ASSOCIATE STOCK OPTION PLAN OF ACXIOM CORPORATION (February 7th, 2018)
Acxiom Corp – LIVERAMP, INC. 2006 EQUITY INCENTIVE PLAN (February 7th, 2018)

WHEREAS, on July 1, 2014 the Company was acquired by Acxiom Corporation (“Acxiom”) in accordance with the terms of that certain Merger Agreement dated May 12, 2014 (the “Merger Agreement”); and

Acxiom Corp – ACXIOM CORPORATION AMENDED AND RESTATED 2010 EXECUTIVE OFFICER SEVERANCE POLICY (February 7th, 2018)
Acxiom Corp – PERFORMANCE UNIT AWARD AGREEMENT (February 7th, 2018)

This Performance Unit Award Agreement (the “Agreement”), the accompanying Notice of Performance Unit Award (the “Notice”), and the 2005 Equity Compensation Plan of Acxiom Corporation (the “Plan”), constitute the agreement between Acxiom Corporation (the “Company”) and you with regard to the Performance Units pertaining to the Company’s common stock (“Common Stock”) described in the Notice. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.

Acxiom Corp – MEMORANDUM (November 3rd, 2017)

Subject to the necessary approvals of the Acxiom Board of Directors and Compensation Committee, I am happy to confirm your appointment as Co-President & Co-General Manager of the Connectivity division effective September 12, 2017, reporting directly to me. This memorandum is intended to confirm the terms associated with this position. Terms and conditions related to your employment that are not expressly referenced below will continue pursuant to your original offer letter, the Associate Agreement and applicable Acxiom plan documents.

Acxiom Corp – MEMORANDUM (November 3rd, 2017)

Subject to the necessary approvals of the Acxiom Board of Directors and Compensation Committee, I am happy to confirm your appointment as Co-President & Co-General Manager of the Connectivity division effective September 12, 2017, reporting directly to me. This memorandum is intended to confirm the terms associated with this position. Terms and conditions related to your employment that are not expressly referenced below will continue pursuant to your original offer letter, the Non-Competition and Non-Solicitation Agreement, the Associate Agreement and applicable Acxiom plan documents.

Acxiom Corp – MEMORANDUM (September 15th, 2017)

I am happy to confirm your appointment as Chief Growth Officer effective September 12, 2017, reporting directly to me. This memorandum is intended to confirm the terms associated with this position. Terms and conditions related to your employment that are not expressly referenced below will continue pursuant to your offer letter, the Non-Competition and Non-Solicitation Agreement, the Associate Agreement and applicable Acxiom plan documents.

Acxiom Corp – ACXIOM CORPORATION 2010 SENIOR VICE PRESIDENT AND SPECIAL SITUATION ASSOCIATE CHANGE IN CONTROL SEVERANCE POLICY (September 15th, 2017)

The purpose of the Policy is to provide Change in Control Severance Benefits for the Senior Vice Presidents and other Special Situation Associates of the Company.

Acxiom Corp – AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN OF ACXIOM CORPORATION (August 4th, 2017)
Acxiom Corp – ACXIOM ANNOUNCES FIRST QUARTER RESULTS Connectivity Revenue Growth Accelerates to 44% Year-Over-Year (August 3rd, 2017)

CONWAY, Ark., August 3, 2017—Acxiom® (Nasdaq: ACXM), the data foundation for the world's best marketers, today announced financial results for its first quarter ended June 30, 2017.

Acxiom Corp – PERFORMANCE UNIT AWARD AGREEMENT (May 26th, 2017)

This Performance Unit Award Agreement (the "Agreement"), the accompanying Notice of Performance Unit Award (the "Notice"), and the 2005 Equity Compensation Plan of Acxiom Corporation (the "Plan"), constitute the agreement between Acxiom Corporation (the "Company") and you with regard to the Performance Units pertaining to the Company's common stock ("Common Stock") described in the Notice.  Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan.  In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.

Acxiom Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT (May 26th, 2017)

This Restricted Stock Unit Award Agreement (the "Agreement"), the accompanying Notice of Restricted Stock Unit Award (the "Notice"), and the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (the "Plan"), constitute the agreement between Acxiom Corporation (the "Company") and you with regard to the restricted stock units ("RSUs") pertaining to the Company's common stock ("Common Stock") described in the Notice.  Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan.  In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.

Acxiom Corp – 2005 STOCK PURCHASE PLAN OF ACXIOM CORPORATION (May 26th, 2017)

This 2005 Stock Purchase Plan of Acxiom Corporation (the "Plan") is effective as of August 3, 2005, or at such later time as the Plan may be approved by the stockholders of Acxiom Corporation (the "Company").