Exhibit 1 AGREEMENT AND PLAN OF MERGER by and among THE SAGE GROUP PLC ROSE ACQUISITION CORP.Agreement and Plan of Merger • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made...Indemnification Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
RECITALS --------Severance Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
ARTICLE IStock Option Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
SHAREHOLDER AGREEMENT (this "Agreement"), dated January 27, 1998, by --------- and among The Sage Group plc, a company organized under the laws of England ("Parent"), Rose Acquisition Corp., a Delaware corporation and a direct and -------- indirect...Shareholder Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
RECITALS --------Control Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger, dated January 27, 1998 (the "Merger...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
Exhibit 22 JEFFREY E. GOLD c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
for or component of any Company products; or (d) incorporate in any products he designs on behalf of the Company, any trade secret information, ideas, designs, programs, algorithms or other intellectual property information which are proprietary to...Employment Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software
Exhibit 21 GEORGE RIVIERE c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
State of the Art, Inc. 56 Technology Drive Irvine, CA 92618 U.S.A.State of the Art Inc /Ca • February 2nd, 1998 • Services-prepackaged software • California
RECITALS --------Exhibit 12 Severance Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
Exhibit 10 SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made and entered into effective as of October 17, 1997 (the "Effective Date"), by and between RICHARD G. LULL, an individual, whose address is 1301 East Balboa Boulevard,...Exhibit 10 Severance Agreement • February 2nd, 1998 • State of the Art Inc /Ca • Services-prepackaged software • California
New Election _____ Change of Election _____ STATE OF THE ART, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT 1. I, ____________________, hereby elect to participate in the State of the Art, Inc., 1997 Employee Stock Purchase Plan (the...State of the Art Inc /Ca • March 31st, 1997 • Services-prepackaged software
Exhibit 24 DAVID R. BUTLER c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
Exhibit 20 DAVID W. HANNA c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
EXHIBIT 16 FORM OF AMENDMENT AMENDMENT, dated as of ________ ___, 1998 (the "Amendment"), to the Executive Severance/Change of Control Agreement, dated _______________, between State Of The Art, Inc., a California corporation and ____________________...State of the Art Inc /Ca • February 2nd, 1998 • Services-prepackaged software • California
Exhibit 23 W. FRANK KING c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...State of the Art Inc /Ca • February 25th, 1998 • Services-prepackaged software
