albertvillanova/legal_contracts · Datasets at Hugging Face

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EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Richard Hailey (“Executive”). WHEREAS, the Executive desires to become employed by the Company ...
EXHIBIT 10.1 PURCHASE AGREEMENT NO. 1201000 MADE AND ENTERED INTO BY AND BETWEEN NOKIA NETWORKS OY AND ENDWAVE CORPORATION ON 7/11/2000 [*] Certain information in this exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omi...
EXHIBIT 10.1 FIVE-YEAR CREDIT AGREEMENT Dated as of May 23, 2000 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent _______________________________________________...
EXHIBIT 10.2 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 Bagwell No. 6 Family L.P., a Texas limited partnership, ("Buyer"). The purpose of this Agre...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.32 ** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.246-2 RESEARCH AND LICENSE AGREEMENT THIS RESEARCH AND LICENSE AGREEMENT (this "Agreement") is entered in...
EXHIBIT 10.43 EXCLUSIVE PRODUCT PURCHASE AGREEMENT THIS PRODUCT PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of August 7, 2000 by and between Photo-Me International Plc., a company governed by the laws of England and Wales (“PMI”), and DigitalPortal Inc. (“DPI”) a Delaware corpo...
Exhibit 10(g) ASSET PURCHASE AGREEMENT by and among SECURE PHARMACY PLUS, INC., STADTLANDER OPERATING COMPANY, L.L.C., STADTLANDER LICENSING COMPANY, LLC, STADTLANDER DRUG OF CALIFORNIA, L.P. and STADTLANDER DRUG OF HAWAII, L.P. FOR PURCHASE AND SALE OF STADTLANDERS CORRECTIONS DIVISION D...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.37 AMENDMENT NO. 1 TO INTERCONNECTION AGREEMENT BY AND BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF OKLAHOMA, INC. The Interconnection Agreement ("the Agreement") by and between Southwestern Bell Telephone Comp...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.21 NORTHWEST PIPE NQ RETIREMENT SAVINGS PLAN The Northwest Pipe NQ Retirement Savings Plan (hereinafter referred to as the "Plan") is hereby established as of July 1, 1999 for the exclusive benefit of the Participants on the follow...
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 2 - 2211 Bridgepointe Parkway, San Mateo This first amendment to lease (`Amendment') is made this 11th day of June, 1999 (the "E...
NOTE: PORTIONS OF THIS EXHIBIT HAVE BEEN DELETED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DELETED INFORMATION IS SIGNIFIED BY “[XXXXX]”. Exhibit 10.23.1 AMENDMENT TO MASTER AGREEMENT AND SCHEDULE This is an...
EXHIBIT 10.3c TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Peter Farwell (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that it...
EXHIBIT 10.2 364-DAY CREDIT AGREEMENT Dated as of May 23, 2000 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent _____________________________________________...
Exhibit 10(A) CERTIFICATE OF AMENDMENT TO ALLEN TELECOM INC. 1982 STOCK PLAN At a meeting held on April 28, 2000, the Board of Directors of Allen Telecom Inc. (the “Company”) duly adopted a resolution amending, effective as of December 31, 1996, the sentence immediately prior to the last sentence of Section 5(g...
EXHIBIT 10.38 ESCROW AGREEMENT ESCROW AGREEMENT dated as of August 14, 2000, between SanDisk Corporation, a Delaware corporation, (the “Purchaser”), Tower Semiconductor Ltd., an Israeli corporation (the “Company”) and Union Bank of California, N.A., as escrow agent (the “Escrow Agent”). WHEREAS, Purc...
EXHIBIT 10.2 EMPLOYMENT AGREEMENT SAKS INCORPORATED AND SUBSIDIARIES SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Seventh Amended and Restated Employment Agreement ("Agreement") is entered into as of the 1st day of November 2000, by and between Saks Incorporated ("Company"), and R. Brad Martin ("Executi...
WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN As Amended and Restated Effective March 1, 1999 WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN WPS Resources Corporation Deferred Compensation Plan (the "Plan") has been established effective January 1, 1...
Exhibit 10.5.b First Amendment of FMC Corporation Savings and Investment Plan (As Amended and Restated Effective as of January 1, 1999) WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation Savings and Investment Plan (the "Plan") and administers the Plan through the FMC Corporation Employe...
> > EXHIBIT 10G-2 WPS RESOURCES CORPORATION SHORT-TERM VARIABLE PAY PLAN As Amended Effective January 1, 1999 WPS RESOURCES CORPORATION SHORT-TERM VARIABLE PAY PLAN 1. Purpose. The WPS Resources Corporation Short-Term Variable Pay Plan (the "Plan") has been established effe...
Exhibit 10.5.c First Amendment of FMC Corporation Savings and Investment Plan For Bargaining Unit Employees -------------------------------------------------------------------------------- (As Amended and Restated Effective as of January 1, 1999) WHEREAS, FMC Corporation (the "Company") maintains the FMC ...
EXHIBIT 10.3f TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Gerald T. Hughes (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that...
EXECUTION COPY U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of March 10, 2000 Among APPLIED MAT...
Exhibit 10.5.a FMC Corporation Savings and Investment Plan For Bargaining Unit Employees Winston & Strawn Chicago TABLE OF CONTENTS PAGE -------------------------------------------------------------------------------- ARTICLE I 1 Definitions 1 Account 1 Account Balance 1 Administrator 1...
Exhibit 10.1 AMENDMENT TO THE INTEGRATED DEVICE TECHNOLOGY, INC. 1994 STOCK OPTION PLAN Integrated Device Technology, Inc., a corporation organized under the laws of State of Delaware (the "Company"), hereby adopts this Amendment to the Integrated Device Technology, Inc. 1994 Stock Option Plan (the "Plan"). ...
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of this 30th day of August, 2000, by and between DAVID L. ELLIN, 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 10-36 Energy East Corporation 2000 Stock Option Plan I. Plan Objective The objective of the 2000 Stock Option Plan (the "Plan") is to provide executives and certain other key employees of Energy East Corporation (hereinafter referred to as the "Company") and its Affiliates with options to purchase s...
Office\Office\html.dot" AGREEMENT AGREEMENT by and between C. R. BARD, INC., a New Jersey corporation (the "Corporation"), and Susan Alpert, Ph.D., M.D. (the "Executive"), dated as of the 10th day of October, 2000. WHEREAS, the Corporation, on behalf of itself and its shareholders, wishes to assure that the Corpo...
FIRST AMENDMENT TO POST-CONFIRMATION LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO POST-CONFIRMATION LOAN AND SECURITY AGREEMENT (the "Agreement") is made and entered into as of this ___ day of September, 2000, among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation in its capacity as Agent and...
QuickLinks -- Click here to rapidly navigate through this document NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION Sixth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the ...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of October 10, 2000, is made and given by REUTER MANUFACTURING, INC., a corporation organized under the laws of the State of Minnesota (the "Grantor"), to U.S. BANK NATIONAL AS...
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 10th day of March 2000 by and between Textron Inc. (the "Company"), a Delaware corporation having its principal office at 40 Westminster Street, Providence, Rhode Island 02903 and Terrence O'Donnell residing at 51...
EXHIBIT 10.4 EMPLOYMENT AGREEMENT AGREEMENT made as of July 1, 2000 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and IRWIN SAMELMAN (the "Executive"). W I T N E S S E T H: WHEREAS, Executive has been serving as a senior executive of the Company; and WH...
EX-10.67 9 wfs1067.htm 10.67 Wilbert-Contract w/ First Union FINANCIAL SERVICES AGREEMENT THIS FINANCIAL SERVICES AGREEMENT ("Agreement") dated April 24, 2000 (the "Effective Date"), is made by and between WFS FINANCIAL Inc, a California corporation (herein "WFS"), and E-LOAN, Inc., a Delaware corporation (herein "E-...
EXHIBIT 10.3k TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 23, 2000 between Harcourt General, Inc. and Michael F. Panutich (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that ...
CATERPILLAR INC. 1996 STOCK OPTION AND LONG-TERM INCENTIVE PLAN (Amended and Restated as of 06/07/2000) Section 1. Purpose The Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan ("Plan") is designed to attract and retain outstanding individuals as directors, officers and key employees of Caterpillar...
______________ ________________ WARRANT NO. NUMBER OF ...
EXHIBIT 10.3n TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. Robert 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 best in...
EXHIBIT 10 LOAN AND SECURITY AGREEMENT PREVIEW SYSTEMS, INC. -------------------------------------------------------------------------------- This LOAN AND SECURITY AGREEMENT (this "Agreement") dated August 4, 2000, between SILICON VALLEY BANK, a California-chartered bank ("Bank") with its principal place of bus...
EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is made and entered into this 27th day of June, 2000, by and between Credit Management Solutions, Inc., a Delaware corporation with principal offices located at 135 National Business Parkway, Annapolis Junction, Maryland 20701 (the “Company”), ...
EXHIBIT 10.2 AMENDMENT NUMBER ONE TO THE CHANGE OF CONTROL AGREEMENT BETWEEN GEORGIA-PACIFIC CORPORATION AND DONALD L. GLASS, DATED MARCH 15, 1999 WHEREAS, the Board of Directors of Georgia-Pacific Corporation (the "Board") desires to amend the Change of Control Agreement between Georgia-Pacific Corporat...
QuickLinks -- Click here to rapidly navigate through this document REDACTED VERSION CLINICAL MANUFACTURE AND SUPPLY AGREEMENT THIS AGREEMENT (the "Agreement") is entered into on September 1, 2000 by and between ABC Laboratories, Inc., of Columbia, Missouri ("ABC") and NeoRx Corporation, of Seattle, Washingto...
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 10.29 Amendment To Atreve Software, Inc. 1997 Stock Option Plan The Atreve Software, Inc. 1997 Stock Option Plan is hereby amended effective March 29, 2000 as follows (the “Plan”): A. A new Section 22 is added as follows: 22. Definitions “Cause” means (i) any act of personal dishonesty take...
Second Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement The Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement dated as of January 1, 1993 by and between Connecticut Natural Gas Corporation and Putnam Fiduciary Trust Company, as heretofore amend...
ASSET PURCHASE AGREEMENT dated as of October 17, 2000 by and among AMERISTAR CASINO ST. CHARLES, INC., a Missouri corporation ("Purchaser"), AMERISTAR CASINOS, INC., a Nevada corporation ("ACI"), ST. CHARLES RIVERFRONT Station, INC., a Missouri corporation (the "Company"), and Station Casinos, Inc., a Nevad...
EXHIBIT 10.11 MANATRON, INC. EXECUTIVE INCENTIVE PLAN FOR FISCAL 2000 ARTICLE I DECLARATION Section 1. Establishment of Plan. The Manatron, Inc. Executive Incentive Plan for Fiscal 2000 (the "Plan") is established by Manatron, Inc. (the "Company") for fiscal year 2000, and may be continued, intact or as amended,...
EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is made and entered into this 27th day of June, 2000, by and between Credit Management Solutions, Inc., a Delaware corporation with principal offices located at 135 National Business Parkway, Annapolis Junction, Maryland 20701 (the “Company”), and ...
QuickLinks -- Click here to rapidly navigate through this document PACIFIC NORTHWEST BANCORP MAKE-WHOLE BENEFIT PLAN ARTICLE 1 INTRODUCTION AND PURPOSE 1.1 Name. This Plan shall be known as the "Pacific Northwest Bancorp Make-Whole Benefit Plan," herein called the "Plan." 1.2 Purpose. The purpose of...
EXHIBIT 10.1 FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT THIS FIRST AMENDMENT to the Management Agreement, dated as of November 1, 1999 (the “Agreement”), by and between LASER Mortgage Management, Inc. (the “Company”) and Mariner Mortgage Management, L.L.C., a Delaware limited liability company, is made as ...
Exhibit 10.8 (b) American Woodmark Corporation Fiscal Year 2000 Annual Incentive Plan for Senior Vice Presidents The objectives of the Annual Incentive Plan are threefold: I. Provide an incentive which will encourage and reward outstanding individual performance; II. Help align the personal go...
EXHIBIT 10.1 EIGHTH AMENDMENT TO GENERAL CREDIT AND SECURITY AGREEMENT THIS AGREEMENT, dated and effective as of August 30, 2000 between SPECTRUM Commercial Services, a division of Lyon...
EMPLOYMENT AGREEMENT Interstate General Company L.P. is a publicly traded limited partnership. Its units are listed on the AMEX and the PSE. It is commonly referred to as IGC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the first day of January 2000, by and among Interstate General Company L...
Exhibit 10-34 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of May 19, 2000 (the "Agreement"), by and between Energy East Corporation, a New York corporation (the "Company"), and Kenneth M. Jasinski (the "Executive"). The Board of Directors of the Company (the "Board") desires to provide fo...
QuickLinks -- Click here to rapidly navigate through this document TRANSITION AGREEMENT This Agreement is entered into between Labor Ready, Inc. and its subsidiaries (collectively referred to as "Labor Ready") and Glenn A. Welstad ("Mr. Welstad") in connection with Mr. Welstad's resignation from Labor Ready. ...
QuickLinks -- Click here to rapidly navigate through this document -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT between WESTERN POWER & EQUIPMENT, L.L.C., and WESTERN P...
EXHIBIT 10.i.(c) FOURTH AMENDMENT AND AGREEMENT UNDER THE PARTNERSHIP AGREEMENT This Fourth Amendment and Agreement Under the Partnership Agreement (this "Amendment") is dated as of June 26, 2000 by and among (i) IMC Global Operations Inc., a Delaware corporation ("Operations "), (ii) Phosphate Resource Partn...
QuickLinks -- Click here to rapidly navigate through this document NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION Eighth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the...
Exhibit 10.28 Amendment To Impulse! Buy Network, Inc. 1997 Stock Plan The Impulse Buy Network, Inc. 1997 Stock Plan is hereby amended effective March 29, 2000 as follows (the “Plan”): A. Section 2 is amended by adding the following definitions: “Cause” means (i) any act of personal dishonesty taken by the Optionee...
CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN AS AMENDED AND RESTATED (Effective except where otherwise indicated as of January 1, 2000) CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN AS AMENDED AND RESTATED TABLE OF CONTENTS SECTION Page SECTION 1 PURP...
ASSET PURCHASE AGREEMENT dated as of October 17, 2000 by and among AMERISTAR CASINO KANSAS CITY, INC., a Missouri corporation ("Purchaser"), AMERISTAR CASINOS, INC., a Nevada corporation ("ACI"), Kansas City Station Corporation, a Missouri corporation (the "Company"), and Station Casinos, Inc., a Nevada cor...
EXHIBIT 10.45 BYLAWS OF DIGITALPORTAL INC. A DELAWARE CORPORATION CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. -------------------------------------------------------------...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.35 SECURED REVOLVING PROMISSORY NOTE This SECURED REVOLVING PROMISSORY NOTE is entered into as of December 8, 2000, by and between MAXIM PHARMACEUTICALS, INC. ("Company"), a Delaware Corporation, at 8899 University Center Lane, Su...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10(t) FIRST AMENDMENT TO MINNTECH CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THIS FIRST AMENDMENT to the Minntech Corporation Supplemental Executive Retirement Plan restated as of April 1, 2000 shall be effective as of Septemb...
Exhibit 10(i) BERGEN BRUNSWIG THIRD AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Of September 24, 1998) -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I PLAN HISTORY 1 ARTIC...
EXHIBIT 10.4 AMENDMENT NUMBER FOUR TO THE GEORGIA-PACIFIC CORPORATION 1995 SHAREHOLDER VALUE INCENTIVE PLAN (As Amended and Restated Effective December 16, 1997) WHEREAS, pursuant to Section 5.1 of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and restated effective De...
Execution Copy June 30, 2000 U.S. Bank National Association 610 Second Avenue South Minneapolis, Minnesota 55402 Ladies and Gentlemen: Reference is made to that certain amended and restated letter credit facility agreement dated as of March 18, 1998, as amended by letter amendments dated May 6, 1998, August 14,...
EMPLOYMENT AGREEMENT (Chairman of the Board) THIS AGREEMENT, made and entered into as of August 17, 2000, by and between Michael J. Birck (the "Executive") and Tellabs, Inc., a Delaware corporation (the "Company"); WITNESSETH THAT : WHEREAS, the parties desire to enter into this Agreement pertaining to the...
AMENDMENT NO. 5 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT This Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of October 11, 2000 is entered into with reference to the Amended and Restated Reducing Revolving Loan Agreement dated as of...
EXHIBIT 10.1 EMPLOYMENT AGREEMENT MEMORANDUM OF AGREEMENT entered into at Stamford, Connecticut, this 28 day of June, 2000. BY AND BETWEEN: REPAP ENTERPRISES INC. , a company duly incorporated under the laws of Canada, having its executive offices at 300 Atlantic Street, Suite 200, Stamford, Connecticut, 06901,...
Exhibit 10-31 AMENDMENT No. 1 to DIRECTOR SHARE PLAN of NEW YORK STATE ELECTRIC & GAS CORPORATION The Director Share Plan (the "Plan") of New York State Electric & Gas Corporation, amended and restated effective June 1, 1998, is hereby amended as follows: 1. Effective June 1, 2000, Section B of Artic...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.1 PROMISSORY NOTE $6,692,722 Omaha, Nebraska July 21, 2000 FOR VALUE RECEIVED, the undersigned, SD ACQUISITION INC., a Nebraska corporation and any surviving entity ("Maker"), hereby promises to pay to the order of TRANSGENO...
EXHIBIT 10.35 July 1, 2000 Steve Baker Geoworks Corporation 960 Atlantic Avenue Alameda, California 94501 Re: Executive Employment Agreement Dear Steve: This will serve as your Executive Employment Agreement (“Agreement”), effective as of July 1, 2000. This Agreement is between Geoworks Corporation, ...
EXHIBIT 10.37 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (“Agreement”) is made as of July 4, 2000, by SanDisk Corporation, a Delaware corporation (“Buyer”), and Tower Semiconductor Ltd., an Israeli corporation (the “Company”). RECITALS The Company desires to sell, and Buyer des...
EX-10 2 q32000ex10_1.htm EXHIBIT 10.1 #390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement) #390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement) T...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10(f) AMENDMENT July 26, 2000 The Minntech Corporation 1990 Employee Stock Purchase Plan, as amended and restated effective as of June 1, 1998, is hereby further amended by action of the Board of Directors effective as of July 26, 200...
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Michael Wise (“Executive”). WHEREAS, the Executive desires to become employed by the Company on...
EX-10 2 0002.htm THIRD AMENDMENT TO THE QUAKER OATS COMPANY BENEFITS PROTECTION TRUST This Agreement dated _________, 2000, is entered into by The Quaker Oats Company, a New Jersey corporation (the "Employer"), and Harris Trust and Savings Bank (the "Trustee"). WITNESSETH THAT: WHEREAS, on August 17, 1988, the Empl...
EXHIBIT 10.2 AUTOZONE, INC. SECOND AMENDED AND RESTATED DIRECTOR COMPENSATION PLAN > SECTION 1. PURPOSE. This Director Compensation Plan (this "Plan") is established to allow the Non-Employee Directors of AutoZone, Inc. ("AutoZone") to participate in the ownership of AutoZone through ownership of shares of A...
Exhibit 10.4.c FMC CORPORATION DEFINED BENEFIT RETIREMENT TRUST THIS AGREEMENT, effective as of the 2nd day of October, 2000, is made between FMC CORPORATION, a Delaware corporation, herein referred to as the "Company", and THE NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago, Illinois, as Truste...
EXHIBIT 10.3d TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Eric P. Geller (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 b...
RIGHTS AGREEMENT This Rights Agreement ("Agreement"), dated as of June 1, 2000, between Walker Interactive Systems, Inc., a Delaware corporation (the "Company"), and Fleet National Bank, a National Banking Association ("Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of...
EXHIBIT 10.28 NOTE Date of Note: August 23, 1999 Principal Amount of Note: One Hundred Thousand Dollars ($100,000.00) Maker: Henry Fiallo 38 Depot Road Hampton Falls, NH 03844 Lender: Cabletron Systems, Inc. 35 Industrial Way Rochester, New Hampshire Loan Term: App...
EXHIBIT 10.3l TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 28, 2000 between Harcourt General, Inc. and Paul J. Robershotte (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that ...
EXHIBIT 10.2 COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN (June 8, 2000) SECTION 1. PURPOSE; DEFINITIONS. The purpose of the 1998 Stock Incentive Plan (the "Plan") is to enable Coventry Health Care, Inc., a Delaware corporation (the "Company"), to attract, retain and rewa...
EXHIBIT 10.26 PROMISSORY NOTE For value received on January 1, 2000, Earle S. Humphreys (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 $125,000 Dollars (the "Loan Amount"). The outstanding princ...
EXHIBIT 10.18 TAX I.D. No 38-1983228 PROMISSORY NOTE $5,000,000.00 Detroit, Michigan April 20, 2000 On or before November 1, 2001 (herein called the "Maturity Date"), FOR VALUE RECEIVED, the undersigned, Manatron, Inc., a Michigan corporation (herein called the "Borrower"), promises to pay to the order ...
QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.2 PROMISSORY NOTE $175,000 Cupertino, California October 11, 2000 For value received, the undersigned promises to pay Preview Systems, Inc., a Delaware corporation (the "Company"), at its principal office the principal sum of $...
Exhibit (10) (j) SEVERANCE AGREEMENT SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between David H. Schwartz ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the "Company"). WHEREAS, in order to accomplis...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.9 CORILLIAN CORPORATION NONQUALIFIED STOCK OPTION LETTER AGREEMENT [INCLUDES ACCELERATED VESTING PROVISIONS] TO: We are pleased to inform you that you have been selected by the Company to receive a stock option (the "Option") to pu...
PREFERRED STOCK EXCHANGE AGREEMENT THIS AGREEMENT dated effective November 1, 2000, is by and between PEASE OIL AND GAS COMPANY, a Nevada corporation (“Company”) and the undersigned, each of which is a holder of the Company’s Series B 5% PIK Cumulative Convertible Preferred Stock (each holder is referred to he...
EXHIBIT 10.2 EMPLOYMENT AGREEMENT Between INTERMET CORPORATION And DAVID L. NEILSON -------------------------------------------------------------------------------- THIS AGREEMENT, dated as of January 4, 2000 is made by and between INTERMET CORPORATION, a Georgia corporation having its principal place of bus...
QuickLinks -- Click here to rapidly navigate through this document [LOGO] Wells Fargo Bank Minnesota, National Association Credit Agreement -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- THIS C...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10(r) MANAGEMENT AGREEMENT AGREEMENT made as of this 1st day of September, 1996 by and between Minntech Corporation, a Minnesota corporation, with its principal executive office at Plymouth, Minnesota ("Company") and Paul E. Helms resi...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4—Lease Agreement LEASE AGREEMENT THIS LEASE AGREEMENT, hereinafter referred to as Lease, entered into this 1st day of January, 2000, between Sheldon Homedale Family L.P., hereinafter called the Lessor and T.J.T., Inc., a Washingt...
EXHIBIT 10.1 Agreement This Agreement is entered into as of this 18th day of May, 2000, between Parametric Technology Corporation, a Massachusetts corporation (the "Company"), and James P. Baum ("Baum"). WHEREAS, Baum is the Executive Vice President, General Manager - Windchill; and WHEREAS, to provide incentive fo...
&nb p; EXECUTION COPY AMENDMENT NO. 1 TO ASSET PURCHASE AND SA...
QuickLinks -- Click here to rapidly navigate through this document CONSOLIDATED. RESTATED AND AMENDED LICENSE AGREEMENT This Agreement entered into on June 9, 2000 but effective as of the 1st day of January, 1999, by and between North Carolina State University ("UNIVERSITY") and Michael Foods, Inc., a Minneso...
AMENDMENT NO. 2 TO ASSET PURCHASE AND SALE AGREEMENT DATED JUNE 7, 2000 BY AND BETWEEN ...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into as of October 10, 2000, by and among Reuter Manufacturing Inc., a Minnesota corporation (the "Company"), Activar, Inc., a Min...
EXHIBIT 10.3 EMPLOYMENT AGREEMENT AGREEMENT made as of July 1, 2000 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and WESLEY R. CARD (the "Executive"). W I T N E S S E T H: WHEREAS, Executive has been serving as a senior executive of the Company; and WHEREA...

EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Richard Hailey (“Executive”). WHEREAS, the Executive desires to become employed by the Company ...

EXHIBIT 10.1 PURCHASE AGREEMENT NO. 1201000 MADE AND ENTERED INTO BY AND BETWEEN NOKIA NETWORKS OY AND ENDWAVE CORPORATION ON 7/11/2000 [*] Certain information in this exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omi...

EXHIBIT 10.1 FIVE-YEAR CREDIT AGREEMENT Dated as of May 23, 2000 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent _______________________________________________...

EXHIBIT 10.2 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 Bagwell No. 6 Family L.P., a Texas limited partnership, ("Buyer"). The purpose of this Agre...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.32 ** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.246-2 RESEARCH AND LICENSE AGREEMENT THIS RESEARCH AND LICENSE AGREEMENT (this "Agreement") is entered in...

EXHIBIT 10.43 EXCLUSIVE PRODUCT PURCHASE AGREEMENT THIS PRODUCT PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of August 7, 2000 by and between Photo-Me International Plc., a company governed by the laws of England and Wales (“PMI”), and DigitalPortal Inc. (“DPI”) a Delaware corpo...

Exhibit 10(g) ASSET PURCHASE AGREEMENT by and among SECURE PHARMACY PLUS, INC., STADTLANDER OPERATING COMPANY, L.L.C., STADTLANDER LICENSING COMPANY, LLC, STADTLANDER DRUG OF CALIFORNIA, L.P. and STADTLANDER DRUG OF HAWAII, L.P. FOR PURCHASE AND SALE OF STADTLANDERS CORRECTIONS DIVISION D...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.37 AMENDMENT NO. 1 TO INTERCONNECTION AGREEMENT BY AND BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF OKLAHOMA, INC. The Interconnection Agreement ("the Agreement") by and between Southwestern Bell Telephone Comp...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.21 NORTHWEST PIPE NQ RETIREMENT SAVINGS PLAN The Northwest Pipe NQ Retirement Savings Plan (hereinafter referred to as the "Plan") is hereby established as of July 1, 1999 for the exclusive benefit of the Participants on the follow...

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 2 - 2211 Bridgepointe Parkway, San Mateo This first amendment to lease (`Amendment') is made this 11th day of June, 1999 (the "E...

NOTE: PORTIONS OF THIS EXHIBIT HAVE BEEN DELETED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DELETED INFORMATION IS SIGNIFIED BY “[XXXXX]”. Exhibit 10.23.1 AMENDMENT TO MASTER AGREEMENT AND SCHEDULE This is an...

EXHIBIT 10.3c TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Peter Farwell (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that it...

EXHIBIT 10.2 364-DAY CREDIT AGREEMENT Dated as of May 23, 2000 among AUTOZONE, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AND BANK OF AMERICA, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent _____________________________________________...

Exhibit 10(A) CERTIFICATE OF AMENDMENT TO ALLEN TELECOM INC. 1982 STOCK PLAN At a meeting held on April 28, 2000, the Board of Directors of Allen Telecom Inc. (the “Company”) duly adopted a resolution amending, effective as of December 31, 1996, the sentence immediately prior to the last sentence of Section 5(g...

EXHIBIT 10.38 ESCROW AGREEMENT ESCROW AGREEMENT dated as of August 14, 2000, between SanDisk Corporation, a Delaware corporation, (the “Purchaser”), Tower Semiconductor Ltd., an Israeli corporation (the “Company”) and Union Bank of California, N.A., as escrow agent (the “Escrow Agent”). WHEREAS, Purc...

EXHIBIT 10.2 EMPLOYMENT AGREEMENT SAKS INCORPORATED AND SUBSIDIARIES SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Seventh Amended and Restated Employment Agreement ("Agreement") is entered into as of the 1st day of November 2000, by and between Saks Incorporated ("Company"), and R. Brad Martin ("Executi...

WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN As Amended and Restated Effective March 1, 1999 WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN WPS Resources Corporation Deferred Compensation Plan (the "Plan") has been established effective January 1, 1...

Exhibit 10.5.b First Amendment of FMC Corporation Savings and Investment Plan (As Amended and Restated Effective as of January 1, 1999) WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation Savings and Investment Plan (the "Plan") and administers the Plan through the FMC Corporation Employe...

> > EXHIBIT 10G-2 WPS RESOURCES CORPORATION SHORT-TERM VARIABLE PAY PLAN As Amended Effective January 1, 1999 WPS RESOURCES CORPORATION SHORT-TERM VARIABLE PAY PLAN 1. Purpose. The WPS Resources Corporation Short-Term Variable Pay Plan (the "Plan") has been established effe...

Exhibit 10.5.c First Amendment of FMC Corporation Savings and Investment Plan For Bargaining Unit Employees -------------------------------------------------------------------------------- (As Amended and Restated Effective as of January 1, 1999) WHEREAS, FMC Corporation (the "Company") maintains the FMC ...

EXHIBIT 10.3f TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Gerald T. Hughes (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that...

EXECUTION COPY U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of March 10, 2000 Among APPLIED MAT...

Exhibit 10.5.a FMC Corporation Savings and Investment Plan For Bargaining Unit Employees Winston & Strawn Chicago TABLE OF CONTENTS PAGE -------------------------------------------------------------------------------- ARTICLE I 1 Definitions 1 Account 1 Account Balance 1 Administrator 1...

Exhibit 10.1 AMENDMENT TO THE INTEGRATED DEVICE TECHNOLOGY, INC. 1994 STOCK OPTION PLAN Integrated Device Technology, Inc., a corporation organized under the laws of State of Delaware (the "Company"), hereby adopts this Amendment to the Integrated Device Technology, Inc. 1994 Stock Option Plan (the "Plan"). ...

EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of this 30th day of August, 2000, by and between DAVID L. ELLIN, 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 10-36 Energy East Corporation 2000 Stock Option Plan I. Plan Objective The objective of the 2000 Stock Option Plan (the "Plan") is to provide executives and certain other key employees of Energy East Corporation (hereinafter referred to as the "Company") and its Affiliates with options to purchase s...

Office\Office\html.dot" AGREEMENT AGREEMENT by and between C. R. BARD, INC., a New Jersey corporation (the "Corporation"), and Susan Alpert, Ph.D., M.D. (the "Executive"), dated as of the 10th day of October, 2000. WHEREAS, the Corporation, on behalf of itself and its shareholders, wishes to assure that the Corpo...

FIRST AMENDMENT TO POST-CONFIRMATION LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO POST-CONFIRMATION LOAN AND SECURITY AGREEMENT (the "Agreement") is made and entered into as of this ___ day of September, 2000, among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation in its capacity as Agent and...

QuickLinks -- Click here to rapidly navigate through this document NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION Sixth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the ...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of October 10, 2000, is made and given by REUTER MANUFACTURING, INC., a corporation organized under the laws of the State of Minnesota (the "Grantor"), to U.S. BANK NATIONAL AS...

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 10th day of March 2000 by and between Textron Inc. (the "Company"), a Delaware corporation having its principal office at 40 Westminster Street, Providence, Rhode Island 02903 and Terrence O'Donnell residing at 51...

EXHIBIT 10.4 EMPLOYMENT AGREEMENT AGREEMENT made as of July 1, 2000 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and IRWIN SAMELMAN (the "Executive"). W I T N E S S E T H: WHEREAS, Executive has been serving as a senior executive of the Company; and WH...

EX-10.67 9 wfs1067.htm 10.67 Wilbert-Contract w/ First Union FINANCIAL SERVICES AGREEMENT THIS FINANCIAL SERVICES AGREEMENT ("Agreement") dated April 24, 2000 (the "Effective Date"), is made by and between WFS FINANCIAL Inc, a California corporation (herein "WFS"), and E-LOAN, Inc., a Delaware corporation (herein "E-...

EXHIBIT 10.3k TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 23, 2000 between Harcourt General, Inc. and Michael F. Panutich (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that ...

CATERPILLAR INC. 1996 STOCK OPTION AND LONG-TERM INCENTIVE PLAN (Amended and Restated as of 06/07/2000) Section 1. Purpose The Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan ("Plan") is designed to attract and retain outstanding individuals as directors, officers and key employees of Caterpillar...

______________ ________________ WARRANT NO. NUMBER OF ...

EXHIBIT 10.3n TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. Robert 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 best in...

EXHIBIT 10 LOAN AND SECURITY AGREEMENT PREVIEW SYSTEMS, INC. -------------------------------------------------------------------------------- This LOAN AND SECURITY AGREEMENT (this "Agreement") dated August 4, 2000, between SILICON VALLEY BANK, a California-chartered bank ("Bank") with its principal place of bus...

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is made and entered into this 27th day of June, 2000, by and between Credit Management Solutions, Inc., a Delaware corporation with principal offices located at 135 National Business Parkway, Annapolis Junction, Maryland 20701 (the “Company”), ...

EXHIBIT 10.2 AMENDMENT NUMBER ONE TO THE CHANGE OF CONTROL AGREEMENT BETWEEN GEORGIA-PACIFIC CORPORATION AND DONALD L. GLASS, DATED MARCH 15, 1999 WHEREAS, the Board of Directors of Georgia-Pacific Corporation (the "Board") desires to amend the Change of Control Agreement between Georgia-Pacific Corporat...

QuickLinks -- Click here to rapidly navigate through this document REDACTED VERSION CLINICAL MANUFACTURE AND SUPPLY AGREEMENT THIS AGREEMENT (the "Agreement") is entered into on September 1, 2000 by and between ABC Laboratories, Inc., of Columbia, Missouri ("ABC") and NeoRx Corporation, of Seattle, Washingto...

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 10.29 Amendment To Atreve Software, Inc. 1997 Stock Option Plan The Atreve Software, Inc. 1997 Stock Option Plan is hereby amended effective March 29, 2000 as follows (the “Plan”): A. A new Section 22 is added as follows: 22. Definitions “Cause” means (i) any act of personal dishonesty take...

Second Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement The Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement dated as of January 1, 1993 by and between Connecticut Natural Gas Corporation and Putnam Fiduciary Trust Company, as heretofore amend...

ASSET PURCHASE AGREEMENT dated as of October 17, 2000 by and among AMERISTAR CASINO ST. CHARLES, INC., a Missouri corporation ("Purchaser"), AMERISTAR CASINOS, INC., a Nevada corporation ("ACI"), ST. CHARLES RIVERFRONT Station, INC., a Missouri corporation (the "Company"), and Station Casinos, Inc., a Nevad...

EXHIBIT 10.11 MANATRON, INC. EXECUTIVE INCENTIVE PLAN FOR FISCAL 2000 ARTICLE I DECLARATION Section 1. Establishment of Plan. The Manatron, Inc. Executive Incentive Plan for Fiscal 2000 (the "Plan") is established by Manatron, Inc. (the "Company") for fiscal year 2000, and may be continued, intact or as amended,...

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is made and entered into this 27th day of June, 2000, by and between Credit Management Solutions, Inc., a Delaware corporation with principal offices located at 135 National Business Parkway, Annapolis Junction, Maryland 20701 (the “Company”), and ...

QuickLinks -- Click here to rapidly navigate through this document PACIFIC NORTHWEST BANCORP MAKE-WHOLE BENEFIT PLAN ARTICLE 1 INTRODUCTION AND PURPOSE 1.1 Name. This Plan shall be known as the "Pacific Northwest Bancorp Make-Whole Benefit Plan," herein called the "Plan." 1.2 Purpose. The purpose of...

EXHIBIT 10.1 FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT THIS FIRST AMENDMENT to the Management Agreement, dated as of November 1, 1999 (the “Agreement”), by and between LASER Mortgage Management, Inc. (the “Company”) and Mariner Mortgage Management, L.L.C., a Delaware limited liability company, is made as ...

Exhibit 10.8 (b) American Woodmark Corporation Fiscal Year 2000 Annual Incentive Plan for Senior Vice Presidents The objectives of the Annual Incentive Plan are threefold: I. Provide an incentive which will encourage and reward outstanding individual performance; II. Help align the personal go...

EXHIBIT 10.1 EIGHTH AMENDMENT TO GENERAL CREDIT AND SECURITY AGREEMENT THIS AGREEMENT, dated and effective as of August 30, 2000 between SPECTRUM Commercial Services, a division of Lyon...

EMPLOYMENT AGREEMENT Interstate General Company L.P. is a publicly traded limited partnership. Its units are listed on the AMEX and the PSE. It is commonly referred to as IGC. THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the first day of January 2000, by and among Interstate General Company L...

Exhibit 10-34 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of May 19, 2000 (the "Agreement"), by and between Energy East Corporation, a New York corporation (the "Company"), and Kenneth M. Jasinski (the "Executive"). The Board of Directors of the Company (the "Board") desires to provide fo...

QuickLinks -- Click here to rapidly navigate through this document TRANSITION AGREEMENT This Agreement is entered into between Labor Ready, Inc. and its subsidiaries (collectively referred to as "Labor Ready") and Glenn A. Welstad ("Mr. Welstad") in connection with Mr. Welstad's resignation from Labor Ready. ...

QuickLinks -- Click here to rapidly navigate through this document -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT between WESTERN POWER & EQUIPMENT, L.L.C., and WESTERN P...

EXHIBIT 10.i.(c) FOURTH AMENDMENT AND AGREEMENT UNDER THE PARTNERSHIP AGREEMENT This Fourth Amendment and Agreement Under the Partnership Agreement (this "Amendment") is dated as of June 26, 2000 by and among (i) IMC Global Operations Inc., a Delaware corporation ("Operations "), (ii) Phosphate Resource Partn...

QuickLinks -- Click here to rapidly navigate through this document NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION Eighth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the...

Exhibit 10.28 Amendment To Impulse! Buy Network, Inc. 1997 Stock Plan The Impulse Buy Network, Inc. 1997 Stock Plan is hereby amended effective March 29, 2000 as follows (the “Plan”): A. Section 2 is amended by adding the following definitions: “Cause” means (i) any act of personal dishonesty taken by the Optionee...

CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN AS AMENDED AND RESTATED (Effective except where otherwise indicated as of January 1, 2000) CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN AS AMENDED AND RESTATED TABLE OF CONTENTS SECTION Page SECTION 1 PURP...

ASSET PURCHASE AGREEMENT dated as of October 17, 2000 by and among AMERISTAR CASINO KANSAS CITY, INC., a Missouri corporation ("Purchaser"), AMERISTAR CASINOS, INC., a Nevada corporation ("ACI"), Kansas City Station Corporation, a Missouri corporation (the "Company"), and Station Casinos, Inc., a Nevada cor...

EXHIBIT 10.45 BYLAWS OF DIGITALPORTAL INC. A DELAWARE CORPORATION CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. -------------------------------------------------------------...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.35 SECURED REVOLVING PROMISSORY NOTE This SECURED REVOLVING PROMISSORY NOTE is entered into as of December 8, 2000, by and between MAXIM PHARMACEUTICALS, INC. ("Company"), a Delaware Corporation, at 8899 University Center Lane, Su...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10(t) FIRST AMENDMENT TO MINNTECH CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THIS FIRST AMENDMENT to the Minntech Corporation Supplemental Executive Retirement Plan restated as of April 1, 2000 shall be effective as of Septemb...

Exhibit 10(i) BERGEN BRUNSWIG THIRD AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Of September 24, 1998) -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I PLAN HISTORY 1 ARTIC...

EXHIBIT 10.4 AMENDMENT NUMBER FOUR TO THE GEORGIA-PACIFIC CORPORATION 1995 SHAREHOLDER VALUE INCENTIVE PLAN (As Amended and Restated Effective December 16, 1997) WHEREAS, pursuant to Section 5.1 of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and restated effective De...

Execution Copy June 30, 2000 U.S. Bank National Association 610 Second Avenue South Minneapolis, Minnesota 55402 Ladies and Gentlemen: Reference is made to that certain amended and restated letter credit facility agreement dated as of March 18, 1998, as amended by letter amendments dated May 6, 1998, August 14,...

EMPLOYMENT AGREEMENT (Chairman of the Board) THIS AGREEMENT, made and entered into as of August 17, 2000, by and between Michael J. Birck (the "Executive") and Tellabs, Inc., a Delaware corporation (the "Company"); WITNESSETH THAT : WHEREAS, the parties desire to enter into this Agreement pertaining to the...

AMENDMENT NO. 5 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT This Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of October 11, 2000 is entered into with reference to the Amended and Restated Reducing Revolving Loan Agreement dated as of...

EXHIBIT 10.1 EMPLOYMENT AGREEMENT MEMORANDUM OF AGREEMENT entered into at Stamford, Connecticut, this 28 day of June, 2000. BY AND BETWEEN: REPAP ENTERPRISES INC. , a company duly incorporated under the laws of Canada, having its executive offices at 300 Atlantic Street, Suite 200, Stamford, Connecticut, 06901,...

Exhibit 10-31 AMENDMENT No. 1 to DIRECTOR SHARE PLAN of NEW YORK STATE ELECTRIC & GAS CORPORATION The Director Share Plan (the "Plan") of New York State Electric & Gas Corporation, amended and restated effective June 1, 1998, is hereby amended as follows: 1. Effective June 1, 2000, Section B of Artic...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.1 PROMISSORY NOTE $6,692,722 Omaha, Nebraska July 21, 2000 FOR VALUE RECEIVED, the undersigned, SD ACQUISITION INC., a Nebraska corporation and any surviving entity ("Maker"), hereby promises to pay to the order of TRANSGENO...

EXHIBIT 10.35 July 1, 2000 Steve Baker Geoworks Corporation 960 Atlantic Avenue Alameda, California 94501 Re: Executive Employment Agreement Dear Steve: This will serve as your Executive Employment Agreement (“Agreement”), effective as of July 1, 2000. This Agreement is between Geoworks Corporation, ...

EXHIBIT 10.37 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (“Agreement”) is made as of July 4, 2000, by SanDisk Corporation, a Delaware corporation (“Buyer”), and Tower Semiconductor Ltd., an Israeli corporation (the “Company”). RECITALS The Company desires to sell, and Buyer des...

EX-10 2 q32000ex10_1.htm EXHIBIT 10.1 #390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement) #390651v1 (30432/0874722) (Fleet/Nortek/Ply Gem Industries, Inc.) (3rd Amendment to 2nd Amended & Restated Credit Agreement) T...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10(f) AMENDMENT July 26, 2000 The Minntech Corporation 1990 Employee Stock Purchase Plan, as amended and restated effective as of June 1, 1998, is hereby further amended by action of the Board of Directors effective as of July 26, 200...

EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Michael Wise (“Executive”). WHEREAS, the Executive desires to become employed by the Company on...

EX-10 2 0002.htm THIRD AMENDMENT TO THE QUAKER OATS COMPANY BENEFITS PROTECTION TRUST This Agreement dated _________, 2000, is entered into by The Quaker Oats Company, a New Jersey corporation (the "Employer"), and Harris Trust and Savings Bank (the "Trustee"). WITNESSETH THAT: WHEREAS, on August 17, 1988, the Empl...

EXHIBIT 10.2 AUTOZONE, INC. SECOND AMENDED AND RESTATED DIRECTOR COMPENSATION PLAN > SECTION 1. PURPOSE. This Director Compensation Plan (this "Plan") is established to allow the Non-Employee Directors of AutoZone, Inc. ("AutoZone") to participate in the ownership of AutoZone through ownership of shares of A...

Exhibit 10.4.c FMC CORPORATION DEFINED BENEFIT RETIREMENT TRUST THIS AGREEMENT, effective as of the 2nd day of October, 2000, is made between FMC CORPORATION, a Delaware corporation, herein referred to as the "Company", and THE NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago, Illinois, as Truste...

EXHIBIT 10.3d TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 19, 2000 between Harcourt General, Inc. and Eric P. Geller (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 b...

RIGHTS AGREEMENT This Rights Agreement ("Agreement"), dated as of June 1, 2000, between Walker Interactive Systems, Inc., a Delaware corporation (the "Company"), and Fleet National Bank, a National Banking Association ("Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of...

EXHIBIT 10.28 NOTE Date of Note: August 23, 1999 Principal Amount of Note: One Hundred Thousand Dollars ($100,000.00) Maker: Henry Fiallo 38 Depot Road Hampton Falls, NH 03844 Lender: Cabletron Systems, Inc. 35 Industrial Way Rochester, New Hampshire Loan Term: App...

EXHIBIT 10.3l TERMINATION PROTECTION AGREEMENT AGREEMENT effective June 28, 2000 between Harcourt General, Inc. and Paul J. Robershotte (the "Executive"). Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that ...

EXHIBIT 10.2 COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN (June 8, 2000) SECTION 1. PURPOSE; DEFINITIONS. The purpose of the 1998 Stock Incentive Plan (the "Plan") is to enable Coventry Health Care, Inc., a Delaware corporation (the "Company"), to attract, retain and rewa...

EXHIBIT 10.26 PROMISSORY NOTE For value received on January 1, 2000, Earle S. Humphreys (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 $125,000 Dollars (the "Loan Amount"). The outstanding princ...

EXHIBIT 10.18 TAX I.D. No 38-1983228 PROMISSORY NOTE $5,000,000.00 Detroit, Michigan April 20, 2000 On or before November 1, 2001 (herein called the "Maturity Date"), FOR VALUE RECEIVED, the undersigned, Manatron, Inc., a Michigan corporation (herein called the "Borrower"), promises to pay to the order ...

QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.2 PROMISSORY NOTE $175,000 Cupertino, California October 11, 2000 For value received, the undersigned promises to pay Preview Systems, Inc., a Delaware corporation (the "Company"), at its principal office the principal sum of $...

Exhibit (10) (j) SEVERANCE AGREEMENT SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between David H. Schwartz ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the "Company"). WHEREAS, in order to accomplis...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.9 CORILLIAN CORPORATION NONQUALIFIED STOCK OPTION LETTER AGREEMENT [INCLUDES ACCELERATED VESTING PROVISIONS] TO: We are pleased to inform you that you have been selected by the Company to receive a stock option (the "Option") to pu...

PREFERRED STOCK EXCHANGE AGREEMENT THIS AGREEMENT dated effective November 1, 2000, is by and between PEASE OIL AND GAS COMPANY, a Nevada corporation (“Company”) and the undersigned, each of which is a holder of the Company’s Series B 5% PIK Cumulative Convertible Preferred Stock (each holder is referred to he...

EXHIBIT 10.2 EMPLOYMENT AGREEMENT Between INTERMET CORPORATION And DAVID L. NEILSON -------------------------------------------------------------------------------- THIS AGREEMENT, dated as of January 4, 2000 is made by and between INTERMET CORPORATION, a Georgia corporation having its principal place of bus...

QuickLinks -- Click here to rapidly navigate through this document [LOGO] Wells Fargo Bank Minnesota, National Association Credit Agreement -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- THIS C...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10(r) MANAGEMENT AGREEMENT AGREEMENT made as of this 1st day of September, 1996 by and between Minntech Corporation, a Minnesota corporation, with its principal executive office at Plymouth, Minnesota ("Company") and Paul E. Helms resi...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4—Lease Agreement LEASE AGREEMENT THIS LEASE AGREEMENT, hereinafter referred to as Lease, entered into this 1st day of January, 2000, between Sheldon Homedale Family L.P., hereinafter called the Lessor and T.J.T., Inc., a Washingt...

EXHIBIT 10.1 Agreement This Agreement is entered into as of this 18th day of May, 2000, between Parametric Technology Corporation, a Massachusetts corporation (the "Company"), and James P. Baum ("Baum"). WHEREAS, Baum is the Executive Vice President, General Manager - Windchill; and WHEREAS, to provide incentive fo...

&nb p; EXECUTION COPY AMENDMENT NO. 1 TO ASSET PURCHASE AND SA...

QuickLinks -- Click here to rapidly navigate through this document CONSOLIDATED. RESTATED AND AMENDED LICENSE AGREEMENT This Agreement entered into on June 9, 2000 but effective as of the 1st day of January, 1999, by and between North Carolina State University ("UNIVERSITY") and Michael Foods, Inc., a Minneso...

AMENDMENT NO. 2 TO ASSET PURCHASE AND SALE AGREEMENT DATED JUNE 7, 2000 BY AND BETWEEN ...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into as of October 10, 2000, by and among Reuter Manufacturing Inc., a Minnesota corporation (the "Company"), Activar, Inc., a Min...

EXHIBIT 10.3 EMPLOYMENT AGREEMENT AGREEMENT made as of July 1, 2000 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and WESLEY R. CARD (the "Executive"). W I T N E S S E T H: WHEREAS, Executive has been serving as a senior executive of the Company; and WHEREA...