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EXHIBIT 10.9
AGREEMENT made the _______ day of __________ 19 BETWEEN THE INDUSTRIAL
DEVELOPMENT AUTHORITY having its registered office at Xxxxxx Xxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxx 0 (hereinafter called "the Authority") of the first part and
TRIAD SYSTEMS IRELAND LIMITED having its registered office at __________________
(hereinafter called "the Company") of the second part TRIAD SYSTEMS CORPORATION
having its registered office at __________________ (hereinafter called "Triad")
of the third part and TRIDEX SYSTEMS LIMITED having its registered office at
____________________ (hereinafter called "Tridex" of the fourth part), the third
and fourth part hereinafter collectively called "the Promoters".
WHEREAS:
1. The Company which is controlled by the Promoters has been incorporated
with the principal object of establishing in three phases and carrying
on in Templemichael, Longford, Co Longford an industrial undertaking
for the provision of Inventory Management Systems for automotive parts
to include Product Development, Systems Assembly, Marketing,
Market/Customer Support, Data Processing and Data Base Development
(hereinafter called "the Undertaking") in accordance with proposals
furnished to the Authority by the Promoters and has applied to the
Authority for financial assistance towards the cost of establishing
the Undertaking which is intended to give employment to 231 persons;
2. The Company and the Promoters having made all necessary enquiries are
satisfied and represent to the Authority that to the best of their
belief there will be available to the Undertaking the
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business and technical personnel, knowledge and facilities required
for its proper establishment and efficient operation.
3. The Promoters have represented to the Authority that the Undertaking
will contribute to the regional development of Ireland.
NOW IT IS HEREBY WITNESSED that in consideration of the Company
implementing the said proposals, the Authority agrees to grant the
Company:-
A. Phase 1 (year 1 and year 2)
(i) the sum of 396,000 Irish Pounds or the aggregate of 4,500
Irish Pounds for each job created in accordance with the Sixth
Schedule hereto in the Undertaking whichever is the lesser
(hereinafter called "the Employment Grant"),
(ii) the sum of 36,000 Irish Pounds or 60% of the actual
expenditure on the provision of specified building
modifications for the Undertaking and the sum of 544,500 Irish
Pounds or 45% of the actual expenditure on the provision of new
machinery and equipment for the Undertaking (hereinafter called
"the eligible assets") whichever is the lesser (hereinafter
called "the Capital Grant");
(iii) the sum of 66,000 Irish Pounds or 100% of the annual rent
payable for the first 2 years for the premises rented for the
Undertaking, whichever is the lesser (hereinafter called "the
Rent Reduction Grant");
B. Phase 2 (year 3 and year 4)
(i) the sum of 378,000 Irish Pounds or the aggregate of 4,500
Irish Pounds for each job created in accordance with the Sixth
Schedule hereto in the Undertaking whichever is the lesser
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(hereinafter called "the Employment Grant");
(ii) the sum of 40,874 Irish Pounds or 10.7% of the actual
expenditure on the provision of new machinery and equipment
for the Undertaking (hereinafter called "the eligible assets")
whichever is the lesser (hereinafter called "the Capital
Grant");
C. Phase 3 (year 5)
(i) the sum of 265,500 Irish Pounds or the aggregate of 4,500
Irish Pounds for each job created in accordance with the Sixth
Schedule hereto in the Undertaking whichever is the lesser
(hereinafter called "the Employment Grant");
The Employment, Capital, and Rent Reduction Grant are hereinafter .
collectively referred to as "the grants" and are subject to the following terms
and conditions including those contained in the Schedules hereto:
1. DEVELOPMENT OF THE UNDERTAKING:
The development of the Undertaking and in particular the provision of
employment shall be substantially in accordance with the particulars given in
the said proposals.
2. CONTROL OF THE COMPANY:
No arrangement shall be made which would materially alter the controlling
interest in the Company without the prior written consent of the Authority.
3. PROMOTERS INVESTMENT:
The Company shall procure or provide for the purposes of the Undertaking:-
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3-1 Equity Equivalent of IRL.1,726,874;
For the purposes of this Agreement "Equity Equivalent" shall mean the
total moneys obtained by the Company as follows:-
3-1-1 cash received by the Company from the Promoters in
consideration for the issue at par of fully paid-up Ordinary
and Preference Shares in the Company; and/or
3-1-2 retained earnings of the Company capitalised at par as fully
paid-up Ordinary Shares in the Company; and/or
3-1-3 retained earnings of the Company transferred to a special
non-distributable reserve account which shall be maintained at
the appropriate level for the duration of this Agreement;
and/or
3-1-4 Loans from the Promoters on the following terms and conditions
("Subordinated Loans"):-
3-1-4-1 that no interest on such loans shall be
payable except out of profits which would
otherwise be available for dividend;
3-1-4-2 that no such loans shall be repaid except out
of profits of the Company which would
otherwise be available for dividend or out of
a new loan obtained on the same terms for
this purpose, or out of the proceeds of a new
issue at par of fully paid-up Ordinary Shares
of the Company made for this purpose;
3-1-4-3 that where any such loans are repaid out of
profits, there shall be transferred out of
profits which would otherwise have been
available for dividend to a special
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non-distributable reserve account a sum equal
to the amount of the loan repaid, and that
there shall be no reduction in the amount of
such special non-distributable reserve
account during the term of this Agreement;
3-1-4-4 that where any such loans are repaid out of a
new loan obtained for this purpose, the new
loan shall be subject to these conditions as
if it were the original loan;
3-1-4-5 that in the event of the winding up of the
Company the amount of any such loans still
outstanding shall be subordinated to the
claims of the unsecured creditors of the
Company;
PROVIDED ALWAYS that not less than IRL.822,000 of the Equity Equivalent shall
be Ordinary Shares in the Company as specified at sub-paragraphs 3-1-1 and/or
3-1-2 above and not less than IRL.500,000 of the Equity Equivalent shall be by
way of Preference Shares in the Company, the total amount of IRL.1,322,000 to
be procured as follows:-
Year 1 Year 2 Year 3 Year 4 Year 5
IRL.750,000 IRL.401,000 IRL.56,000 IRL.48,000 IRL.67,000
and PROVIDED FURTHER that retained earnings utilised as Equity Equivalent as
aforesaid shall not include any sum received in respect of the grants or
derived from a revaluation of the fixed assets of the Company.
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4. PROVISION OF SERVICES:
Unless otherwise agreed to in writing by the Authority the Company shall not
for a period of ten years from the date of its acceptance of the offer of the
grant provide its services within the Republic of Ireland. The Company shall
furnish to the Authority if, and whenever required by the Authority evidence in
writing satisfactory to the Authority in relation to the Company's compliance
with this condition.
5. GUARANTEES:
The Company shall not give a guarantee in respect of any borrowings other than
borrowings for the purposes of the Undertaking.
6. DIVIDENDS:
The Company shall not distribute by way of dividend or otherwise any sum
received in respect of the grants;
7. ROYALTIES OR SIMILAR PAYMENTS:
The Company may only make royalty or similar payments on the following terms
and conditions:-
7-1 that to the extent that the said royalty and/or similar payments
exceed 5% of the Company's net annual sales, such excess shall not be
payable except out of profits of the Company which would otherwise be
available for dividend, and
7-2 that in the event of the winding up of the Company the amount of any
such excess accrued or accruing for payment but unpaid shall be
subordinated to the claims of the unsecured creditors, including the
Authority, of the Company.
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8. PAYMENT OF GRANT:
8-1 Before any payment for phase 1 is made from a grant hereunder, the
Company shall:-
8-1-1 furnish a letter from its Solicitor confirming that it has
been properly incorporated and that its Memorandum and
Articles of Association empower it to implement this
Agreement;
8-1-2 provide evidence satisfactory to the Authority;
(i) that the Company has title acceptable to the
Authority to all land and buildings required for the
Undertaking;
(ii) that the necessary arrangements have been made for
the provision of all capital required for the
Undertaking as specified at Clause 3 hereof;
(iii) that the Company has complied up-to-date with all of
the conditions of this Agreement including those
contained in the Schedules;
(iv) that all expenditures in respect of which payment is
sought from the grants shall be vouched and examined
in such manner as the Authority may reasonably
require;
(v) that the Company has obtained a tax number in the
relevant tax district; that it is up to date in its
tax affairs with the Revenue Commissioners and prior
to total payments from the grant exceeding IRL.5,000
and to each subsequent payment from the grant is
shall submit an up to date Tax Clearance Certificate
from the Revenue Commissioners;
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(vi) that payment of 50% of the Capital Grant on new
machinery and equipment (i.e. IRL.272,500) will be
withheld until Phase 1 has been implemented i.e.
until 88 permanent full-time jobs are in place and
until the Company has generated IRL.2,000,000 in
sales from the 'Catelog' products and supporting
software and hardware through the United Kingdom.
8-2 Before any payments for Phase 2 and/or Phase 3 are made from a grant
hereunder the Company shall provide evidence satisfactory to the
Authority:-
4. that Phase 1 and Phase 2 respectively have been successfully
implemented;
5. that the necessary arrangements have been made for the
provision of all capital required for the particular stage of
the Undertaking as specified in Clause 3 hereof;
6. that the Company has complied up to date with the provisions
of this Agreement.
8-3 Subject to the provisions of Paragraphs 8-1 and 8-2 hereof the grants
shall be paid to the Company in accordance with the arrangements set
forth in the Schedule applicable to the particular grant from which
payment is sought PROVIDED ALWAYS that the total amount paid from the
Employment Grant together with the total amount paid from the Capital
Grant and Rent Reduction Grant shall at no time exceed the total
amount procured by the Company by way of Equity Equivalent as
hereinbefore defined.
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9. FURNISHING OF INFORMATION:
9-1 The Company shall permit the officers and agents of the Authority to
inspect the eligible assets at all reasonable times during the term of
this Agreement and shall furnish to the Authority promptly whenever
required to do so by the Authority all such information and
documentary evidence as the Authority may from time to time reasonably
require to vouch compliance by the Company with any of the terms and
conditions of this Agreement.
9-2 The Company acknowledges the right of the Authority to consult with
Government Departments, Government Agencies, Local Authorities and
Financial Institutions to obtain any information it requires relating
to the affairs of the Company and/or the Promoters prior to any
payment from the grant and to withhold grant payments in the event of
such information being unsatisfactory to the Authority. The Company
and/or the Promoters hereby undertake to instruct such third parties
to furnish any such information to the Authority on request.
9-3 The Company shall submit Annual Audited Accounts satisfactory to the
Authority for the duration of this Agreement within six months from
the end of the relevant financial year.
10. NOTICES:
10-1 The Certificate of an Officer of the Authority certifying any decision
of the Authority taken or made hereunder shall be conclusive evidence
of any such decision;
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10-2 Any notice by the Authority to the Company or the Promoters or
vice-versa under this Agreement shall be sent by registered post to
the Registered Office of the party for whom it is intended.
11. CONSENTS:
11-1 Circumstances requiring the consent, approval or permission of any
party hereto shall be interpreted to mean that such consents,
approvals or permissions shall not be unreasonably withheld. This
provision shall not apply to the provisions of Clause 2 hereof and to
Paragraph 7 of the Second Schedule;
11-2 Any variation or modification of any of the terms or conditions herein
made at the request of or with the agreement of the Company and with
the consent of the Authority shall not in any way determine or
prejudice the Promoters' liability hereunder PROVIDED that the
financial amount of the Promoters' said liability shall not be
increased without its express agreement in writing.
12. TERMINATION OF AGREEMENT:
This Agreement shall terminate on the date being eight years from the date of
last claim from the grant.
13. CANCELLATION AND REVOCATION OF GRANTS:
The Authority at any time during the term of this Agreement may stop payment of
the grants and/or revoke and cancel or xxxxx the grants or so much thereof as
shall not then have been actually paid to the Company if any one or more of the
following events occur:-
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(i) if there be any breach of the terms or conditions of Clause 2
hereof and/or Paragraph 7 of the Second Schedule;
(ii) if the Company should to a material extent be in breach of any
of the terms and conditions of this Agreement other than those
specified in Paragraph (i) of this Clause and having failed to
establish to the reasonable satisfaction of the Authority that
such breach was due to force majeure shall not have rectified
such breach within 45 days after written notice thereof has
been served on the Company;
(iii) if an order is made or an effective resolution is passed for
the winding up of the Company;
(iv) if a Receiver is appointed over any of the property of the
Company or if a distress or execution is levied or served upon
any of the property of the Company and is not paid off within
45 days;
(v) if the Company should without the written consent of the
Authority cease to carry on the Undertaking;
14. REPAYMENT OF GRANTS:
14-1 If pursuant to the provisions of Clause 13 hereof or of Paragraph 6 of
the First Schedule hereto any of the grants be revoked, the Company
shall repay to the Authority on demand all sums received in respect of
the grant or grants revoked and if any of the grants be reduced the
Company shall repay to the Authority on demand all sums received by
the Company as aforesaid in excess of the amount of the reduced grant
or grants;
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14-2 If the Company should fail to repay to the Authority on demand any
moneys becoming due to be repaid by the Company to the Authority
pursuant to any of the provisions of this Agreement, the moneys so due
shall be recoverable by the Authority from the Company and the
Promoters as a joint and several simple contract debt in any court of
competent jurisdiction.
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15. ACHIEVEMENT OF PROJECTED PERFORMANCE
Schedule of Capital and Rent Reduction Grant Drawdown of the Undertaking
Period Ending End of Year 1 End of Year 2 End of Year 3
30/06/93 30/06/94 30/06/95
----------------------- ------------- ------------- -------------
Cumulative Relevant
Jobs to be created 50 88 129
Maximum Cumulative
Relevant
Grant Drawdown 226,500 374,250 687,374
Period Ending End of Year 4 End of Year 5
30/06/96 30/06/97
---------------------- ------------- -------------
Cumulative Relevant
Jobs to be created 172 231
Maximum Cumulative
Relevant
Grant Drawdown 687,374 687,374
Unless otherwise agreed to by the Authority and notwithstanding any other
provision in this Agreement:
15-1 The aggregate amount payable from the grant in each period set out
above shall not exceed the maximum amounts specified for that period.
15-2 The maximum grant drawdown in the period to the end of Year 1 shall be
available subject to compliance with the provisions of this Agreement.
15-3 Subject to compliance as aforesaid, payment from the maximum
cumulative grant drawdowns in the periods to the end of Years 2, 3, 4
and 5 respectively, shall be conditional upon the cumulative number of
Relevant Jobs (as set out above) being created by the immediately
preceding End of
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Year; in the event of such number of Relevant Jobs not having been
created by the relevant date no part of the grant drawdown for the
following year will be paid to the Company until such number of
Relevant Jobs has been created.
15-4 On or after the 30 day of June 1995 the Company and the Authority
shall review the development of the Undertaking to that date. If the
Authority is not satisfied that the Company has proceeded with
implementation of Phase 2 unless otherwise agreed to by the Authority
and notwithstanding any other provision in this Agreement, all capital
and rent reduction grant monies paid on foot of this Agreement in
excess of IRL.2,976 per job multiplied by the number of jobs existing
in the Company at the date of review shall be repayable to the
Authority by the Company (and in the event of default by the Company
in making repayment shall be repayable by the Promoters) not later
than three months from the date of review.
15-5 On or after the 30 day of June 1997 the Company and the Authority
shall review the development of the Undertaking to that date with
particular reference to the creation of jobs in the Company If the
Authority is not satisfied that the Company has proceeded with
implementation of Phase 3 or should the total number of jobs existing
in the Company at the date of review be less than 231 unless otherwise
agreed to by the Authority and notwithstanding any other provision in
this Agreement all capital and rent reduction grant monies paid on
foot of this Agreement in excess of IRL.2,976 for job multiplied by
the number of jobs existing in the Company at the date of review shall
be repayable to the Authority by the Company (and in the event of
default by the Company in making
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repayment shall be repayable by the Promoters) by not later than three
months from the date of review.
For the purposes of this clause the expression "jobs existing in the Company"
shall mean full-time permanent jobs existing in the Company at the date of
review.
16. GOVERNING LAW:
This Agreement shall be governed by and be construed in accordance with the
Laws of the Republic of Ireland and the parties hereto expressly and
irrevocably submit to the jurisdiction of the Irish courts and the Promoters
hereby irrevocably appoint the Company to be its attorney for the purpose of
accepting service on its behalf of any notice, document or legal process with
respect to the Promoters obligations pursuant to the provisions of Clause 14
(and/or Clause 15) hereof and service of any such document on such attorney
shall be deemed for all purposes to be good service.
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FIRST SCHEDULE
ADDITIONAL TERMS AND CONDITIONS RELATING TO THE EMPLOYMENT GRANT
1. The Employment Grant (in this Schedule called "the grant") shall be
payable in respect of the total number of such jobs (as specified in
the Sixth Schedule hereto) as are created in the Company within five
years from the date hereof provided at least 80% of such jobs are
occupied by Irish Nationals; in the event of less than 80% of such
jobs being so occupied the amount of the grant shall be subject to
abatement and/or revocation pursuant to Clause 13 of the within
Agreement.
2. A job for the purposes of the grant shall be a permanent full time
position in the Undertaking and shall be deemed to be created when a
contract of employment has been signed and payment has been made to an
employee in respect of work done in the job.
3. The grant in respect of each job created shall be paid in two
moieties. The first moiety shall be payable when the job has been
created and the second moiety shall be payable when permanent
full-time employment in the job for a twelve month period has been
completed.
4. Claims for payment of an instalment from the grant may be submitted
monthly and shall be certified by the Company's Auditors in an agreed
format.
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5. The Company shall also submit an Auditors Certificate if and whenever
required to do so showing the Company's employment history to date;
this shall give such particulars as the Authority may require.
6. The Authority may at any time within five years from the date of
payment of the first moiety of the grant in respect of any job revoke
the grant paid in respect of that job if the job should become vacant
and remain vacant for a period in excess of six calendar months.
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SECOND SCHEDULE
ADDITIONAL TERMS AND CONDITIONS ATTACHING TO THE CAPITAL GRANT
1. ELIGIBLE ASSETS & ESTIMATED COST
Phase 1 Phase 2 Total
Building Modifications IRL. 60,000 IRL. 60,000
New Machinery and
Equipment IRL.1,210,000 IRL. 382,000 IRL.1,592,000
------------- ------------ -------------
Total IRL.1,270,000 IRL. 382,000 IRL.1,652,000
2. The eligible assets shall be purchased new by the Company and be installed
ready for operation in the Company's premises within two years from the date of
this Agreement in respect of Phase 1 of the Undertaking and within four years
for the date of this Agreement in respect of Phase 2 of the Undertaking.
3. The Company shall permit the officers and the agents of the Authority to
inspect the eligible assets at all reasonable times.
4. PLACING OF CONTRACTS:
4-1 The Company shall ensure in relation to the placing of contracts for
the eligible assets that a minimum of three competitive quotations is
sought and that none but the lowest is accepted without the prior
written consent of the Authority;
4-2 In the placing of contracts for the construction of the said factory
buildings, building services and facilities any contractors appointed
by the Company in the aforesaid construction shall at the date of such
appointment possess an up to date tax clearance certificate or a
current C2
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certificate from the Revenue Commissioners. The Company shall retain
copies of such certificates for inspection by the Authority as
evidence of compliance with this sub-paragraph.
5. INSURANCE:
The Company shall:-
(i) keep all its property insured to the full cost of re-instatement
against loss or damage by fire and explosion;
(ii) obtain on commencement of business and in accordance with good
commercial practice Consequential Loss Insurance to adequately
indemnify the Company against losses and costs resulting from fire and
explosion, and
(iii) make arrangements to ensure that the Authority will be notified of any
failure to renew the insurance specified at sub-paragraphs (i) and
(ii) of this Paragraph and also of any change in such insurance.
6. RESTORATION OF FIXED ASSETS:
If there should be damage to or loss of the Company's property through fire or
explosion or any other cause the insurance or other compensation received shall
be used forthwith to restore to the reasonable satisfaction of the Authority
the property so damaged or lost and in the event of such compensation being
insufficient for that purpose the Company shall make good the deficiency out of
its own funds.
7. ALIENATION OF ASSETS:
The Company shall not alienate, assign, part with the possession of or
otherwise dispose of or remove (save for purpose of normal
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repair, renewal, replacement or substitution) or mortgage or charge (except for
the purpose of securing finance for the Undertaking) the eligible assets or any
part thereof without the prior written consent of the Authority. The provisions
of this Agreement shall apply also to assets which are substituted for eligible
assets.
8. USE OF ELIGIBLE ASSETS:
The Company shall not without the prior written consent of the Authority use or
permit the use of the eligible assets or any part thereof except for the
purposes of the Undertaking.
9. PAYMENT OF GRANT:
Subject to compliance by the Company with the terms and conditions of this
Agreement the Capital Grant shall be paid to the Company in instalments at the
appropriate percentage level of each sum of IRL.100,000 or more expended by the
Company on the provision of eligible assets installed in the premises as
aforesaid.
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THIRD SCHEDULE
ADDITIONAL TERMS AND CONDITIONS ATTACHED TO THE RENT REDUCTION GRANT
1. The Company shall furnish to the Authority a copy, certified by the
Lessor to be a true copy, of the lease of any premises in respect of
which payment is sought from the Rent Reduction Grant.
2. The terms and conditions of any such lease shall be satisfactory to
the Authority.
3. The grant shall be payable in instalments related to the rent
instalments paid by the Company in accordance with the Lease and which
have been vouched in such manner as the Authority may require.
4. The Company shall notify and verify in such manner as the Authority
may require any changes made from time to time in the terms of any
such Lease.
5. Any premises in respect of which a payment is made from the grant
shall be used solely for the purposes of the Undertaking during the
term of this Agreement, unless otherwise agreed to in writing by the
Authority.
6. The Company shall procure that the said premises are kept insured
against the insured risks as defined in the Lease and shall furnish to
the Authority before any part of the grant is paid and whenever
required to do so thereafter evidence in writing that the said
insurance has been so arranged.
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7. The Company will procure that in the event of the premises being
destroyed or damaged by any of the insured risks as defined in the
said Lease the insurance moneys or any other compensation moneys
received by the Lessee or Lessor of the said premises shall be used
forthwith to restore in full and to the satisfaction of the Authority
the property so damaged or lost or alternatively will arrange to
occupy suitable equivalent accomodation for the remaining period of
this Agreement.
8. The Company shall not alienate, assign, sub-let or part with the
possession of any premises in respect of which a payment is made from
the grant or any part thereof or grant any rights in respect thereof
without the prior consent in writing of the Authority and will
continue to occupy premises suitable for the Undertaking for a period
of ten years from the date of this Agreement.
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FOURTH SCHEDULE
VARIATIONS IN CURRENCY EXCHANGE RATES
1. The amounts shown in this Agreement for Grants and for eligible
expenditure on new machinery and equipment are based on a currency
exchange rate of US$l.57 to the Irish Pound and the grants in respect
of new machinery and equipment shall (but so that the overall maximum
amount of grant that may be legislation be made by the Authority to
the Company shall not be exceeded) be adjusted upwards or downwards to
take account of the actual rates prevailing on the dates of payment
for the machinery and equipment PROVIDED that in the event of any
eligible expenditure on such new machinery and equipment occurring
after the period specified in Paragraph 2 of the Second Schedule to
this Agreement no adjustment therein or in the portion of the Capital
Grant applicable thereto will be made or allowed for grant purposes on
account of any decrease in the value of the Irish pound against the
value of the US Dollor below that determined by the currency exchange
rate prevailing on the said dates specified in Paragraph 2 of the said
Second Schedule;
2. When the actual amount of any additional grant payable pursuant to 1
above has been determined, the additional grant shall be the subject of
a Supplemental Agreement between the Authority and the Company upon
the same terms and conditions as those contained in this Agreement.
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FIFTH SCHEDULE
REDUCTION OF CONTINGENT LIABILITY FOR REPAYMENT OF GRANT
The Company's liability for repayment of grant moneys paid in respect of new
machinery and equipment shall be reduced by one tenth on the day which is five
years prior to the last day of the term of this Agreement and on each
anniversary of that date PROVIDED ALWAYS that the aforesaid reduction in the
Company's contingent liability for repayment of the grant in respect of new
machinery and equipment shall not operate in the event of a Receiver or a
Liquidator being appointed over any of the property of the Company.
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SIXTH SCHEDULE
EMPLOYMENT SCHEDULE
LABOUR PROJECTIONS Xxxxx 0 Xxxxx 0 Xxxxx 0 Total
Management 4 3 1 8
Administration 3 4 2 9
Production Supervisors 6 5 2 13
Data Analyst Q/A 4 7 5 16
Data Analyst Senior 13 15 15 43
Data Analyst B 29 20 12 61
Data Analyst C 21 19 9 49
Catalog Research 4 2 2 8
Document Control 1 3 3 7
Distribution 1 2 4 7
Customer Support 2 4 4 10
-- -- -- ---
88 84 59 231
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IN WITNESS WHEREOF the parties hereto have affixed their respective seals the
day and year first herein written.
PRESENT when the Seal of the
INDUSTRIAL DEVELOPMENT AUTHORITY
was affixed hereto:-
/s/ [ILLEGIBLE]
-------------------------------------------
Authorised Officer
-------------------------------------------
Member/Authorised Officer
PRESENT when the Seal of
TRIAD SYSTEMS IRELAND LIMITED
was affixed hereto:-
/s/ XXXXX X. XXXXXX
-------------------------------------------
Director
/s/ XXXXXX X. XXXX
-------------------------------------------
Director
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PRESENT when the Seal of
TRIAD SYSTEMS CORPORATION
was affixed hereto:-
/s/ XXXXX X. XXXXXX
-------------------------------------------
Director
/s/ XXXXXX X. XXXXXX
-------------------------------------------
Director
PRESENT when the Seal of
TRIDEX SYSTEMS LIMITED
was affixed hereto:-
/s/ XXXXX X. XXXXXX
-------------------------------------------
Director
/s/ XXXXXX X. XXXXXXX
-------------------------------------------
Director
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Dated the ___________ of _________ 19__
THE INDUSTRIAL DEVELOPMENT AUTHORITY
first part
TRIAD SYSTEMS IRELAND LIMITED
second part
TRIAD SYSTEMS CORPORATION
third part
-AND-
TRIDEX SYSTEMS LIMITED
fourth part
AGREEMENT
INDUSTRIAL DEVELOPMENT AUTHORITY
Xxxxxx Xxxx Xxxxx
Xxxxxx Xxxxx
XXXXXX 0
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