I. POSITION - Chief Executive Officer and President ("Executive") II. START DATE/TERM - August 7, 2006 - January 31, 2008, with automatic one-year extensions commencing at expiration of original term unless notice is given by either party 180 days...Employment Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT 10.01 AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement"), dated as of August 28, 2006, by and among Universal Computer Systems Holding, Inc., a Delaware corporation ("Parent"), Racecar Acquisition...Voting Agreement • August 29th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
WITNESSETH:Employment Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Minnesota
ASSET PURCHASE AGREEMENT AND AMENDMENT NO. 1Asset Purchase Agreement • November 9th, 1998 • Reynolds & Reynolds Co • Manifold business forms • Ohio
Exhibit (10) (j) INDEMNIFICATION AGREEMENT THIS AGREEMENT, effective as of ________________, is by and between The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and ________________________ (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • December 13th, 2002 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
1 Exhibit (10)(zz) EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State...Stock Option Agreement • May 13th, 1999 • Reynolds & Reynolds Co • Manifold business forms • Ohio
EXHIBIT 10.05Employment Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Draft of November 20, 1996 THE REYNOLDS AND REYNOLDS COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 21st, 1996 • Reynolds & Reynolds Co • Manifold business forms • New York
EXHIBIT 10.07Change in Control Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.3Separation Agreement • August 9th, 2005 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
1 Exhibit 1 THE REYNOLDS AND REYNOLDS COMPANY MEDIUM-TERM NOTES DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • February 18th, 1998 • Reynolds & Reynolds Co • Manifold business forms • New York
betweenRights Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
AGREEMENTAgreement • December 13th, 2002 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
THE REYNOLDS AND REYNOLDS COMPANY MEDIUM-TERM NOTE (Fixed Rate)Reynolds & Reynolds Co • February 18th, 1998 • Manifold business forms
TOIndenture • November 21st, 1996 • Reynolds & Reynolds Co • Manifold business forms • New York
EXHIBIT 10.5Employment Agreement • August 25th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
1 Exhibit 10 PURCHASE AGREEMENT by and between THE REYNOLDS AND REYNOLDS COMPANYAssumption Agreement • August 14th, 2000 • Reynolds & Reynolds Co • Manifold business forms • New York
Exhibit 10(a) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1st day of May, 1999, as amended and restated as of December 1, 2001, and as further amended and restated as of September 2, 2003 by and...Employment Agreement • December 12th, 2003 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of September, 1995, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State of Ohio...Employment Agreement • December 22nd, 1995 • Reynolds & Reynolds Co • Manifold business forms • Ohio
EXHIBIT 10.4Consultant Agreement • August 9th, 2005 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT 10.04 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE REYNOLDS AND REYNOLDS COMPANY ("COMPANY") AND FINBARR J. O'NEILL ("EXECUTIVE")Employment Agreement • August 25th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT (10)(g) CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into this _____ day of September 2001, by and between The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and Eustace W. Mita, an...Consulting Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.3Credit Agreement • August 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • New York
1 Exhibit 10E EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of February, 1997, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State...Escrow Agreement • December 22nd, 1997 • Reynolds & Reynolds Co • Manifold business forms • Ohio
1 Exhibit 10B AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of February, 1997, by and between THE REYNOLDS AND...Escrow Agreement • December 22nd, 1997 • Reynolds & Reynolds Co • Manifold business forms • Ohio
DATE: PERCENTAGE: % PERCENTAGE REDUCTION: %Reynolds & Reynolds Co • February 18th, 1998 • Manifold business forms
WITNESSETH:Escrow Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Exhibit 10(ll) NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT is entered into this ____ day of _________, 2003 by and between THE REYNOLDS AND REYNOLDS COMPANY, an Ohio corporation ("REYNOLDS"), and __________________ ("ASSOCIATE")....Non-Qualified Deferred Compensation Agreement • December 12th, 2003 • Reynolds & Reynolds Co • Services-computer integrated systems design
WITNESSETH:Change in Control Agreement • February 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Among REYNA FUNDING, L.L.C., as Borrower, REYNA CAPITAL CORPORATION as Servicer,Assignment Agreement • May 15th, 2002 • Reynolds & Reynolds Co • Services-computer integrated systems design • Illinois
1 Exhibit (10)(a) SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ------------------------------------------------ SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 17th day of August, 1998, by and between...Escrow Agreement • December 28th, 1998 • Reynolds & Reynolds Co • Manifold business forms • Ohio
MATERIAL TERMS TYPE OF PROGRAM - Change in Control agreement for executives. Agreement has initial term through 1/31/08, subject to annual renewals.Change in Control Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT 10(b) AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF DAVID R. HOLMES --------------------------------------- AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into between THE...Employment Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design
FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 21st, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • New York
This FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT dated as of March 15, 2006 (this “Fourth Amendment”), is entered into among THE REYNOLDS AND REYNOLDS COMPANY, an Ohio corporation (the “Borrower”),. REYNA CAPITAL CORPORATION, an Ohio corporation (the “Co-Borrower”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent, and the several banks and other financial institutions signatories hereto, and shall amend the Credit Agreement, dated as of April 8, 2004 (as amended by the First Amendment to Credit Agreement dated as of January 14, 2005, the Second Amendment to Credit Agreement dated as of December 27, 2005, and the Third Amendment to Credit Agreement dated as of February 24, 2006, the “Credit Agreement”), among the Borrower, the Co-Borrower, the several banks and other financial institutions (the “Lenders") parties thereto, Credit Lyonnais New York Branch (now known as Calyon New York Branch), as Syndication Agent, and JPMorgan Chase Bank, N.
