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Exhibit 10.4.a.1 SECOND AMENDMENT OF FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM PART I SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN (As Amended and Restated Effective January 1, 1999)           WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation Employees' Retirement Program Part I Sa...
EXHIBIT 10.3m TERMINATION PROTECTION AGREEMENT   AGREEMENT effective June 28, 2000 between Harcourt General, Inc. and Richard A. Smith (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that its...
EXHIBIT 10.15 REPLACEMENT PROMISSORY NOTE $3,000,000.00 May 19, 2000        FOR VALUE RECEIVED, the undersigned, Michael S. Jeffries, promises to pay to the order of Abercrombie & Fitch Co., a Delaware corporation, the principal sum of Three Million Dollars ($3,000,000.00), with interest thereon at the rate of six ...
    First Union National Bank Exhibit 10.2       [LOGO TO COME]   Jill W. Akre Senior Vice President (215) 786-4135 July 27, 2000 VIA FACSIMILE (410-266-8400) Condor Technology Solutions, Inc. Annapolis Office Plaza 170 Jennifer Road, Suite 325 Annapolis, Maryland 21401 Attention: Mike Robbins, Chief Financial Offi...
-------------------------------------------------------------------------------- Exhibit 10.16 July 12, 2000 Richard Beyer Employment Agreement Dear Rich:      On behalf of the Board of Directors of Elantec Semiconductor, Inc. (“Elantec”), I am pleased to offer you the position of President and Chief Executive O...
Exhibit 10.4   EMPLOYMENT AGREEMENT           THIS AGREEMENT ("Agreement") is made and entered into as of this 31st day of August, 2000, by and between LARRY C. HANGER, an individual resident of the State of Georgia ("Employee"), and INNOTRAC CORPORATION, a Georgia corporation (the "Employer"). W I T N E S S E T H:...
EXHIBIT 10.3e TERMINATION PROTECTION AGREEMENT   AGREEMENT effective June 29, 2000 between Harcourt General, Inc. and Paul F. Gibbons (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that its ...
EXHIBIT 10.25 PROMISSORY NOTE For value received on April 12, 2000, Piyush Patel (hereinafter "Executive") promises to pay to the order of Cabletron Systems, Inc., or any of its subsidiaries (hereinafter "Company" or "Cabletron"), the principal sum of $385,000 Dollars (the "Loan Amount"). The outstanding principal a...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.1 ASSET PURCHASE AGREEMENT     This Asset Purchase Agreement (this "Agreement") is made and entered into as of June 30, 2000, by and between Interactive Software Systems, Inc., a corporation duly organized and existing under the laws of...
EXHIBIT 10.44 STOCKHOLDERS’ AGREEMENT         THIS STOCKHOLDERS’ AGREEMENT (the “Agreement”) dated as of August 7, 2000 by and among SanDisk Corporation, a Delaware corporation (“SanDisk”), Photo-Me International, Plc. (“PMI”), a corporation organized under the laws of England and Wales (each referred to herein as a ...
EXHIBIT 10.3 EMPLOYMENT AGREEMENT SAKS INCORPORATED AND SUBSIDIARIES EMPLOYMENT AGREEMENT     This Employment Agreement ("Agreement") is entered into as of the 1st day of November 2000, by and between Saks Incorporated (the "Company"), and Douglas E. Coltharp ("Executive").     Company and Executive agree as follows...
> Exhibit (10) (f) EMPLOYMENT AGREEMENT             THIS EMPLOYMENT AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between Ronald A. Fromm ("Fromm") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 15 ("Brown").             WHEREAS, Fromm has been the Chai...
SYSTEMS AND MARKETING AGREEMENT   This Systems and Marketing Agreement ("Agreement") is entered into as of July 1, 2000 ("Effective Date") between H&R Block Mortgage Corporation, a Massachusetts corporation having an address at 3 Ada, Irvine, California 92618 ("HRBM") and E-LOAN, Inc., a Delaware corporation having...
EXHIBIT 10.3 AUTOZONE, INC. SECOND AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN             This Second Amended and Restated 1998 Director Stock Option Plan shall be effective as of the 21st day of March, 2000, the date of its adoption by the Board of Directors of AutoZone, Inc. 1. PURPOSE OF THE PLAN.     ...
EXHIBIT 10.3   PURCHASE AND SALE AGREEMENT               This Purchase and Sale Agreement is made and entered into on this the 30th day of August, 2000, between Gladstone Energy, Inc., a Delaware corporation, ("Seller"), and Humphrey Children's Trust, Sheila Irons, Trustee, ("Buyer"). The purpose of this Agreement ...
Exhibit 10.66 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CREDIT AGREEMENT among ADOBE SYSTEMS INCORPORATED and LENDERS NAMED HEREIN and ABN AMRO BANK N.V., as Administrative Agent for Lenders ...
EXHIBIT 10.42 NON-SOLICITATION AGREEMENT         THIS NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into effective as of August 7, 2000 (the “Effective Date”), by and between SanDisk Corporation, a Delaware corporation (“SanDisk”), DigitalPortal Inc., a Delaware corporation (“DPI”), and Photo-Me I...
Exhibit 10(h)         BERGEN BRUNSWIG PRE-TAX INVESTMENT RETIREMENT ACCOUNT PLUS EMPLOYER CONTRIBUTION PLAN (Amended and Restated Effective as of November 16, 2000)         --------------------------------------------------------------------------------     TABLE OF CONTENTS           Page...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.39 AMENDMENT NO. 3 TO THE INTERCONNECTION AGREEMENT—TEXAS EFFECTIVE JANUARY 7, 2000 BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF TEXAS LTD, LLP     This Amendment No. 3 to the Interconnection (T2A) Agreement ("the ...
QuickLinks -- Click here to rapidly navigate through this document     EXHIBIT 10.22 FIFTH AMENDMENT TO LOAN AGREEMENT     This amendment to Loan Agreement ("Amendment") is made as of May 11, 2000 by and among the following parties:     Bank of America, N.A., formerly known as Bank of America National Trust and...
10600 North De Anza Blvd. 408.446.0700 Suite 200 Facsimile 408.446.0583 Cupertino, CA 95014-2075 www sobrato.com   SOBRATO DEVELOPMENT COMPANIES FIRST AMENDMENT TO LEASE Building 1 - 2215 Bridgepointe Parkway, San Mateo This first amendment to lease (`Amendment') is made this 11th day of June, 1999 (the "Effe...
Exhibit 10.10 Slade's Ferry Bank LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Owner: Slade's Ferry Bank Policy Number: Mass Mutual 0036855      Southland Life 06 0009 3732 Insured: Janice R. Partridge Relationship of Insured to Bank: Key Executive The respective rights and obligations of t...
Exhibit 10.20 AMENDMENT OF LEASE        THIS AMENDMENT OF LEASE (this "Amendment") dated as of the 26th day of April, 2000, between VEF III FUNDING, LLC, a Delaware limited liability company, having an office c/o LendLease Real Estate Investments, Inc., 101 Arch Street, Boston, MA 02110 ("Landlord"), and INTERLEAF, I...
FIRST AMENDMENT TO LEASE This first amendment to lease ("Amendment") is made this 23rd day of September, 2000 ("Effective Date") by and between Sobrato Interests III, a California limited partnership having an address at 10600 N. De Anza Blvd., Suite 200, Cupertino, California 95014 ("Landlord") and Siebel Systems, In...
EXHIBIT 10(o) -------------------------------------------------------------------------------- $1,500,000,000 5-YEAR AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY among DELPHI AUTOMOTIVE SYSTEMS CORPORATION, The Several Lenders from Time to Time Parties Hereto BANK OF AMERICA, NATIONAL ...
EXHIBIT 10.3i TERMINATION PROTECTION AGREEMENT   AGREEMENT effective June 22, 2000 between Harcourt General, Inc. and James Levy (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that its best ...
EXHIBIT 10.1 FIRST AMENDMENT TO RIGHTS AGREEMENT             This FIRST AMENDMENT, dated as of October 10, 2000, is by and between AutoZone, Inc., a Nevada corporation (the "Company"), and First Chicago Trust Company of New York, a New York corporation (the "Rights Agent").             WHEREAS, the Company and the Ri...
EX-10.22 4 espp.htm EMPLOYEE STOCK PURCHASE PLAN Employee Stock Purchase Plan MARKETWATCH.COM, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN As Adopted July 12, 2000 1. Establishment of Plan. MarketWatch.com, Inc. (the "Company") proposes to grant options for purchase of the Company's Common Stock to eligible employee...
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) made effective as of the 17th day of July, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Stephen Holderman (“Executive”). WHEREAS, the Executive desires to become employed by the Company...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.32 NET LEASE AGREEMENT     THIS NET LEASE AGREEMENT ("Lease"), is made as of this 22nd day of August, 2000, by and between Opus Northwest, L.L.C., a Delaware limited liability company ("Landlord") and Merix Corporation, an Oregon corpo...
QuickLinks -- Click here to rapidly navigate through this document EMPLOYMENT AGREEMENT     This Employment Agreement ("Agreement") is made effective October 10, 2000, by and between Jore Corporation, a Montana corporation ("Jore") and David H. Bjornson ("Employee").     NOW, THEREFORE, the parties hereto agree ...
Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM -------------------------------------------------------------------------------- THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION...
Exhibit 10(o) Contract No. 117118   NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural) TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED February 25, 2000 UNDER SUBPART G OF PART 284 OF THE FERC'S REGULATIONS   1. SHIPPER is: NORTH SHORE GAS COMPANY, a LDC. 2. (a) MDQ totals: 60,000 MMBTU per day. (b) Service op...
AMENDMENT TO THE TELLABS, INC. 1989 STOCK OPTION PLAN (As Amended and Restated Effective June 26, 1992) WHEREAS, Tellabs, Inc. (the "Corporation") has heretofore established the Tellabs, Inc. 1989 Stock Option Plan (the "Plan") for the benefit of participating officers and other key employees of the Corporation ...
-------------------------------------------------------------------------------- EXHIBIT 10.8 RIVERCHASE BUSINESS PARK WAREHOUSE LEASE      THIS LEASE, (“Lease”), made and entered into as of this 12th day of July, 2000, by and between Landlord and Tenant as specified in Items 1 and 2 of the Definitions appearing...
September 20, 2000 TO THE LENDERS PARTY TO THE REVOLVING CREDIT AGREEMENT REFERRED TO BELOW Re: First Amendment to Revolving Credit Agreement and First Amendment to Guaranty Ladies and Gentlemen:         We refer to (1) the Revolving Credit Agreement dated as of November 16, 1999 (the “Credit Agreement”) among ...
EXHIBIT 10.5 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. RECOTON CORPORATION 2000 Refinancing Common Stock Purchase Warrant No...
-------------------------------------------------------------------------------- EXHIBIT 10.4 E*TRADE GROUP, INC. 1996 STOCK INCENTIVE PLAN AS AMENDED AND RESTATED THROUGH APRIL 19, 2000 ARTICLE ONE GENERAL PROVISIONS I.  Purpose of the Plan         This 1996 Stock Incentive Plan is intended to promote the inter...
CREDIT AGREEMENT Exhibit 10.2 CREDIT AGREEMENT among RECOTON CORPORATION, INTERACT ACCESSORIES, INC. RECOTON AUDIO CORPORATION AAMP OF FLORIDA, INC. RECOTON HOME AUDIO, INC. As Borrowers and The Other Loan Parties Party Hereto and The Several Lenders from Time to Time Parties Hereto and THE CHASE MANHATTAN BANK...
EXHIBIT 10.(iii)B Insurance 1. The Board shall periodically review insurance coverage of the Association. The President/CEO shall report to the Board annually on such insurance coverage. 2. Directors shall be provided life insurance coverage according to the following terms:      a) Upon being elected by the vot...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.3 REUTER MANUFACTURING, INC. CERTIFICATE OF DESIGNATION SERIES A CONVERTIBLE PREFERRED STOCK 1.Designation.  The designation of the series of shares is "Series A Convertible Preferred Stock" (the "Series A Preferred" or the "Preferred ...
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REVOLVING CREDIT AGREEMENT -------------------------------------------------------------------------------- --------------------------------------------...
>   > >   > > -------------------------------------------------------------------------------- > >   > >   > > -------------------------------------------------------------------------------- > >   > > ASSET SALE AGREEMENT > > by and among > > HARRIS CORPORATION, as Seller > > > > and > > > > TELTRONICS,...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10 AMENDMENT NO. 3 TO DIRECT FOCUS, INC. STOCK OPTION PLAN     Effective June 26, 2000, the board of directors and the shareholders of Direct Focus, Inc. approved and adopted the following amendment to the first sentence of Section 4.1 th...
Exhibit 10-37 ENERGY EAST CORPORATION 2000 Stock Option Plan 2000 STOCK OPTION AWARD AGREEMENT   1.         Pursuant to the provisions of the 2000 Stock Option Plan, as it may be amended from time to time (hereinafter called the "Plan"), of Energy East Corporation (hereinafter called the "Company"), the Compan...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE     This Separation Agreement and General Release ("Agreement") is made and entered into this 29th day of September 2000 by and between Geoffrey B. Courtright ("you"), a resident of the state ...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.3 ADDENDUM TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT The First Amendment To Employment Agreement provides a non-qualified Supplemental Employees Retirement Plan (SERP) under which certain benefits are to be provided to the Executive. ...
Exhibit 10(e) Contract No. 117183   NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural) TRANSPORTATION RATE SCHEDULE FTS AMENDMENT NO. 1 DATED March 31, 2000 TO AGREEMENT DATED March 16, 2000 (Agreement)   1. [ ] Exhibit A dated March 31, 2000. Changes Primary Receipt Point(s)/Secondary Receipt Point(s) and Point...
AMENDMENT TO THE NETCORE SYSTEMS, INC. 1997 STOCK OPTION PLAN   WHEREAS, Netcore Systems, Inc. has heretofore established the Netcore Systems, Inc. 1997 Stock Option Plan (the "Plan") for the benefit of employees, officers, directors, consultants and advisors of Netcore Systems, Inc. and its subsidiaries; WHEREAS, ...
EXHIBIT 10.07 CONFORMED COPY -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CREDIT AGREEMENT dated as of October 31, 2000 Among EXODUS COMMUNICATIONS, INC. The Lenders Party Hereto THE CHASE ...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.5 THIS INSTRUMENT WAS PREPARED BY, AND WHEN RECORDED SHOULD BE RETURNED TO: Dorsey & Whitney LLP (RMH) Pillsbury Center South 220 South Sixth Street Minneapolis, Minnesota 55402-1498 AMENDED, RESTATED, AND CONSOLIDATED MORTGAGE, SECUR...
GENERAL TERMS AGREEMENT NO. 6 13616 Table of Contents Agreement ARTICLE I PRODUCTS ARTICLE II PRICES ARTICLE III ORDER PLACEMENT ...
EXHIBIT 10.1 AMENDMENT NO. 3 TO THE RARE HOSPITALITY INTERNATIONAL, INC. 1997 LONG-TERM INCENTIVE PLAN THIS AMENDMENT NO. 3 (this "Amendment") to the RARE Hospitality International, Inc. 1997 Long-term Incentive Plan, as previously amended (the "Plan") is made this 10th day of February 2000. The Board of Directors ...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.21 AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT AND CONSENT     This AMENDMENT No. 1 TO CREDIT AND SECURITY AGREEMENT AND CONSENT, dated as of February 7, 2000 (the "Amendment"), between Lifecore Biomedical, Inc. (the "Borrower") a...
-------------------------------------------------------------------------------- AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT TANISYS TECHNOLOGY, INC. -------------------------------------------------------------------------------- ------------------------------------------------------------------------------...
AXCELIS TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN 1.     PURPOSE.         The purpose of this Plan is to provide an opportunity for Employees of Axcelis Technologies, Inc. (the "Corporation") and its Designated Subsidiaries, to purchase Common Stock of the Corporation and thereby to have an additional ince...
Exhibit 10.2 EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT is between AutoZone, Inc., a Nevada corporation and its various subsidiaries (collectively "AutoZone"), and _____________________, an individual ("Employee") dated as of ________________ ___, 200__ ("Effective Date"). For good and valuable consideratio...
AMENDMENT TO THE TELLABS, INC. 1991 STOCK OPTION PLAN (As Amended and Restated Effective June 26, 1992)   WHEREAS, Tellabs, Inc. (the "Corporation") has heretofore established the Tellabs, Inc. 1991 Stock Option Plan (the "Plan") for the benefit of participating officers and other key employees of the Corporation a...
QuickLinks -- Click here to rapidly navigate through this document AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT     THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among Avocent Employment Services Co. (for...
Exhibit 10(p) Contract No. 117164   NATURAL GAS PIPELINE COMPANY OF AMERICA (NATURAL) STORAGE RATE SCHEDULE DSS AGREEMENT DATED March 9, 2000   1. SHIPPER is: NORTH SHORE GAS COMPANY, a SHIPPER. 2. (a) MDQ totals: 35,000 MMBtu per day.     (b) MSV totals: 1,750,000 MMBtu.     (c) The primary Delivery Point(s)...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4 [LOGO]        PERFORMANCE SHARE AGREEMENT GRANTED TO   GRANT DATE   NUMBER OF SHARES OF COMMON STOCK   PURCHASE PRICE PER SHARE   SOCIAL SECURITY NUMBER «First» «Last» «Street1» «City», «State» «Zip»     03     20     00   «M   of  ...
EXHIBIT 10.11 PURCHASE AND SALE AGREEMENT by and between WHFST Real Estate Limited Partnership,  a Delaware limited partnership "Seller" and Inktomi Corporation,  a Delaware corporation "Buyer" -------------------------------------------------------------------------------- TABLE OF CONTENTS Section Page No....
EXHIBIT 10.09 AMENDMENT #1 TO CAPACITY AGREEMENT EXODUS COMMUNICATIONS, INC. October 17, 2000         This is Amendment #1 to the Capacity Agreement between Global Crossing Bandwidth, Inc. f/k/a Frontier Communications of the West, Inc. (“Global Crossing”) and Exodus Communications, Inc. (“Exodus”), dated September...
QuickLinks -- Click here to rapidly navigate through this document EMPLOYMENT AGREEMENT     This Employment Agreement ("Agreement") is made effective October 10, 2000, by and between Jore Corporation, a Montana corporation ("Jore") and Mike Jore ("Employee").     NOW, THEREFORE, the parties hereto agree as follo...
EXHIBIT 10.1 EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between CONTINENTAL AIRLINES, INC., a Delaware corporation ("Company"), and GORDON M. BETHUNE ("Executive"), and is dated and effective as of July 25, 2000 (the "Effective Date"). W I T N E S S E T H: WHEREA...
Exhibit 10-39   ENERGY EAST CORPORATION DEFERRED COMPENSATION PLAN - DIRECTOR SHARE PLAN   1.     Establishment and Effective Date of the Plan.         Energy East Corporation (hereinafter called "Energy East") hereby establishes a deferred compensation plan (hereinafter called the "Plan") and is the Plan ...
Exhibit 10.68   AMENDMENT NO. 2 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS      THIS AMENDMENT NO. 2 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS (this “Amendment”), dated as of August 9, 2000, is entered into by and between:                 (1)     AD...
EXHIBIT 10.24 ASSET PURCHASE AGREEMENT AGREEMENT made as of the 13 day of October, 2000, by and between WPI Instruments, Inc., a New Hampshire business corporation located at 850 Perimeter Road, Manchester, New Hampshire 03103 ("WPI Instruments"), WPI Magnetec, Inc., a New Hampshire business corporation located at ...
EXHIBIT 10.4 ASSIGNMENT AND BILL OF SALE KNOW ALL MEN BY THESE PRESENTS:             WHEREAS, by Assignment and Bill of Sale dated July 15, 1999, effective May 1, 1999, recorded at Conveyance Book 400, Page 547 of the records of Allen Parish, Louisiana and Conveyance Book 693, Page 504 of the records of Beauregard ...
  Exhibit 10(ee)   FIRST UNION LOAN AGREEMENT First Union National Bank 300 Main Street Stamford, Connecticut 06904 (Hereinafter referred to as the "Bank") Farmstead Telephone Group, Inc. 22 Prestige Park Circle East Hartford, Connecticut 06108 (Individually and collectively "Borrower") This Loan Agreement ("Agr...
EXHIBIT 10.(iii)F EMPLOYMENT AGREEMENT          THIS AGREEMENT is made effective as of August 1, 2000 by and between Robert W. Honse (hereafter "Executive") and Farmland Industries, Inc., a Kansas cooperative corporation (together with all affiliates, the "Company").         WHEREAS, Executive has been designated a...
EXHIBIT 10.3 NOTE September 15, 2000 Minneapolis, Minnesota $20,000,000     The undersigned, for value received, promises to pay to the order of LaSalle Bank National Association (the "Bank") at the principal office of LaSalle Bank National Association (the "Agent") in Chicago, Illinois the aggregate unpaid amount ...
Exhibit 10 First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors' 1997 Stock Option Plan . Plan Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A . Summary Description . . . . . . . . . . . . . . . . . . . . . . . . . B . How to Exercise Your Stock Options . ....
QuickLinks -- Click here to rapidly navigate through this document 4-24-2000 Exhibit 10(p) MINNTECH CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN     THIS INSTRUMENT amends and restates the Minntech Corporation Supplemental Executive Retirement Plan effective as of April 1, 2000. The Plan was originally est...
EXHIBIT 10.41 DEFINITIVE AGREEMENT TO FORM VENDING BUSINESS Between Photo-Me International, Plc. and SanDisk Corporation August 7, 2000 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTE...
OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is made and entered into as of this 19th day of October, 2000 (the "Contract Date") by and between Quentra Networks, Inc., a Delaware corporation ("Optionee"), HA Technology, Inc., a Delaware corporation (the "Company" or "HA"), Barbara Conrad, the sole...
EXHIBIT 10.4 EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between CONTINENTAL AIRLINES, INC., a Delaware corporation ("Company"), and C.D. McLEAN ("Executive"), and is dated and effective as of July 25, 2000 (the "Effective Date"). W I T N E S S E T H: WHEREAS, Co...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.78 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE     THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is entered into by and between NULAID FOODS, INC., VALLEY FRESH FOODS, INC., and NULAID NEST-BEST, on the one hand, a...
  EXHIBIT 10.4   CONSULTING SERVICES AGREEMENT FOR PROFESSIONAL/ADMINISTRATIVE SERVICES           This Consulting Services Agreement (“Agreement”) is made and entered into as of the 1st day of May, 2000 (the “ Effective Date”), by and between Peritus Software Services, Inc. (“Peritus”), a Massachusetts corporation, wit...
Exhibit 10.24 AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT DATED AUGUST 2, 2000 ( the "Lease") BY AND BETWEEN EXELIXIS, INC. ("Lessee") ACTING ON BEHALF OF ITSELF AND ITS AFFILIATES, AND COMDISCO LABORATORY AND SCIENTIFIC GROUP, A DIVISION OF COMDISCO, INC. ("Lessor') WHEREAS, Lessor and Lessee desire to enter into t...
EXHIBIT 10.1 CREDIT AGREEMENT     THIS CREDIT AGREEMENT dated as of September 15, 2000 (this "Agreement") is entered into among Fargo Electronics, Inc., a Delaware corporation (the "Company"), the financial institutions that are or may from time to time become parties hereto (together with their respective successors...
Exhibit 10.2 (logo) First Midwest First Midwest Bancorp, Inc. 300 Park Boulevard, Suite 405 PO Box 459 Itasca, Illinois 60143-0459 (630)875-7450   September 5, 2000 First_Name Middle_Name Last_Name Address_Line_1 Address_Line_2 Address_Line_3 City, State Zip_Code RE: Letter Agreement Option_Date Grant of No...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10(o) SEPARATION AND CONSULTING AGREEMENT     This Separation and Consulting Agreement (the "Agreement") is made and entered into on July 31, 2000 by and between Daniel H. Schyma ("Schyma"), a Minnesota resident, and Minntech Corporation (...
QuickLinks -- Click here to rapidly navigate through this document AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT     THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among Avocent Employment Services Co. (for...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.01 CERIDIAN CORPORATION STOCK OPTION AWARD AGREEMENT 2000 Director Performance Incentive Plan     This Agreement is between Ceridian Corporation, a Delaware corporation (the "Company"), and            (the "Participant") as of May  , ...
OFFICERS' SUPPLEMENTAL RETIREMENT PLAN OF CARPENTER TECHNOLOGY CORPORATION Restated December 9, 1993   INTRODUCTION           This Officers' Supplemental Retirement Plan has been authorized by the Board of Directors of Carpenter Technology Corporation to be applicable effective January 1, 1983 to pay supplemental pe...
QuickLinks -- Click here to rapidly navigate through this document AVOCENT CORPORATION INDEMNIFICATION AGREEMENT     This Indemnification Agreement ("Agreement") is made as of this     day of             ,    , by and between Avocent Corporation, a Delaware corporation (the "Company"), and              ("Indemnit...
YEAR 2000 NON-QUALIFIED STOCK OPTION PLAN OF SUNRISE MEDICAL INC.        SUNRISE MEDICAL INC., a corporation organized under the laws of the State of Delaware, hereby adopts this Year 2000 Non-Qualified Stock Option Plan of Sunrise Medical Inc. by the action of its Board of Directors as of February 28, 2000, without ...
Date Name Address RE: Special Severance Agreement Dear               :             Carpenter Technology Corporation (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Com...
EXHIBIT 10.4 EMPLOYMENT AGREEMENT SAKS INCORPORATED AND SUBSIDIARIES EMPLOYMENT AGREEMENT     This Employment Agreement ("Agreement") is entered into as of the 1st day of November 2000, by and between Saks Incorporated (the "Company"), and Brian J. Martin ("Executive").     Company and Executive agree as follows:  ...
Exhibit 10-40 ENERGY EAST CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS PURPOSE :      This Plan will permit each participating Director ("Participant") to defer receipt of all or a portion of his compensation as a Director of Energy East Corporation ("Energy East") (including compensation as a member o...
Exhibit 10.65 [ex10-65x1x1.jpg] AMENDMENT TO THE January 28, 2000          Revised : Aug. 15, 2000 ADOBE EUROPE “DIRECT” AGREEMENT (Original Sent : May 31, 2000) This Amendment to the Adobe Europe “Direct” Agreement (“Agreement”) is  between Adobe Systems Benelux B.V., a company incorporated in The Netherlands  and...
EXECUTION COPY VOTING AND SUPPORT AGREEMENT       This Voting and Support Agreement dated as of December 13, 2000 between the stockholders identified on Exhibit A hereto (individually, a “Stockholder” and collectively, the “Stockholders”) and Network 1 Financial Corporation, a Virginia corporation (“Network 1”). Capi...
THE MACERICH COMPANY ELIGIBLE DIRECTORS' DEFERRED COMPENSATION/PHANTOM STOCK PLAN (as Amended and Restated as ...
 Exhibit 10.19 LEASE BY AND BETWEEN VEF III FUNDING, LLC as Landlord and INTERLEAF, INC. as Tenant      for premises located at 400 Fifth Avenue, Waltham, MA   -------------------------------------------------------------------------------- Table of Contents     Page         SECTION 1 Reference Data 1 Secti...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.2 ESCROW AGREEMENT     THIS ESCROW AGREEMENT (this "Escrow Agreement") is entered into as of July 21, 2000 by and among STEPHEN F. DWYER, an individual, and a resident of the State of Nebraska, ("Guarantor"), SD ACQUISITION INC., a Neb...
EXHIBIT 10.18       LOAN AND SECURITY AGREEMENT HEARME --------------------------------------------------------------------------------        This LOAN AND SECURITY AGREEMENT (this Agreement ) dated May 2, 2000, between SILICON VALLEY BANK ( Bank ) located at 3003 Tasman Drive, Santa Clara, CA 95054 and HEARME ...
EXHIBIT 10.3j TERMINATION PROTECTION AGREEMENT   AGREEMENT effective June 20, 2000 between Harcourt General, Inc. and Gail S. Mann (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that its bes...
EXHIBIT 10.2 AUTOZONE, INC. 123 South Front Street Memphis, Tennessee 38103-3607 October 10, 2000 ESL Investments, Inc. One Lafayette Place Greenwich, Connecticut 06830 Ladies and Gentlemen:             The purpose of this letter, which shall be a binding agreement between us upon its execution by ESL Investments,...
JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000 Between : (1) FINANCIAL TIMES GROUP LIMITED incorporated under the laws of England and Wales whose registered office is at Number One, Southwark Bridge, London SE1 9HL (Financial Times); (2) MARKETWATCH.COM, INC. incorporated under the laws of the ...