Exhibit 10.38 STOCK PURCHASE AGREEMENT By and Between CONLEY, CANITANO & ASSOCIATES, INC.Stock Purchase Agreement • February 1st, 1999 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Georgia
RECITALS --------Option Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
AGREEMENT This Agreement (hereinafter "Agreement") is entered into this 15th day of October 1997, by and among Conley, Canitano & Assoc., Inc., an Ohio corporation (together with any predecessors or successors thereto, the "Company"), Annette M....Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Massachusetts
Exhibit 10.18 CONLEY, CANITANO & ASSOC., INC. INCENTIVE STOCK OPTION AGREEMENT Name of Optionee: ------------------------------- Position: ------------------------------- Date of Grant: ------------------------------- Expiration Date:...Incentive Stock Option Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
2- 3 6. COMPANY'S RIGHT OF FIRST REFUSAL.Restricted Stock Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 1st, 1999 • Conley Canitano & Associates Inc • Services-computer integrated systems design • New York
Office Lease betweenOffice Lease • December 24th, 1998 • Conley Canitano & Associates Inc • Services-computer integrated systems design
WARRANT -------Conley Canitano & Associates Inc • July 24th, 1998 • Ohio
RECITALSNoncompetition Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
WARRANT -------Conley Canitano & Associates Inc • July 24th, 1998 • Ohio
INDEX TO LOAN AGREEMENTLoan Agreement • March 1st, 1999 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Massachusetts
RECITALSStock Redemption Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
RECITALS --------Indemnification Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
INDEX TO LOAN AGREEMENTLoan Agreement • February 1st, 1999 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Massachusetts
This is the Plan Agreement for a Putnam nonstandardized prototype 401(k) plan with optional profit sharing plan provisions. Please consult a tax or legal advisor and review the entire form before you sign it. If you fail to fill out this Putnam Plan...Plan Agreement • December 24th, 1998 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Massachusetts
EXECUTION VERSION ----------------- EMPLOYMENT AGREEMENT -------------------- This Employment Agreement dated as of April 3, 1998 (this "Agreement"), is by and between CONLEY, CANITANO & ASSOC., INC., an Ohio corporation ("CCAi"), and Ronnie Crumpler...Employment Agreement • July 24th, 1998 • Conley Canitano & Associates Inc
RECITALSPartner Agreement • February 1st, 1999 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Pennsylvania
EARNOUT AGREEMENT -----------------Earnout Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
PREAMBLEConley Canitano & Associates Inc • July 24th, 1998
STOCK PURCHASE AND SHAREHOLDERS AGREEMENTStock Purchase and Shareholders Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Massachusetts
1 Exhibit 10.10 WARRANT ESCROW AGREEMENT ------------------------ THIS ESCROW AGREEMENT is entered into as of this 3rd day of April, 1998, by and among ANTHONY F. KELLY, RONNIE CRUMPLER and GARY LEVEY (the "Share holders"), CONLEY, CANITANO & ASSOC.,...Warrant Escrow Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
1 Exhibit 10.2 EXECUTION VERSION ----------------- EMPLOYMENT AGREEMENT -------------------- This Employment Agreement dated as of April 3, 1998 (this "Agreement"), is by and between CONLEY, CANITANO & ASSOC., INC., an Ohio corporation ("CCAi"), and...Employment Agreement • July 24th, 1998 • Conley Canitano & Associates Inc
1 Exhibit 10.36 AMENDMENT TO AMENDED AND RESTATED SHARE REDEMPTION -------------------------------------------------- AND PURCHASE AGREEMENT ---------------------- THIS AMENDMENT TO AMENDED AND RESTATED SHARE REDEMPTION AND PURCHASE AGREEMENT (this...And Purchase Agreement • December 24th, 1998 • Conley Canitano & Associates Inc • Services-computer integrated systems design
1 Exhibit 10.3 CCAi EMPLOYMENT AGREEMENT This CCAi Employment Agreement is made as of April 1, 1998, by and between Conley, Canitano & Assoc., Inc., an Ohio Corporation ("CCAi"), and (hereinafter "You" or "Employee"). CCAi is engaged in the general...Ccai Employment Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
FIRST AMENDMENT TO THE CONLEY, CANITANO AND ASSOCIATES, INC. 401(K) PLAN AND TRUSTConley Canitano & Associates Inc • December 24th, 1998 • Services-computer integrated systems design
1 Exhibit 10.19 AMENDED AND RESTATED SHARE REDEMPTION AND PURCHASE AGREEMENT ------------------------------------------------------------ THIS AMENDED AND RESTATED SHARE REDEMPTION AND PURCHASE AGREEMENT (this "Agreement"), dated as of July 1, 1997,...Share Redemption and Purchase Agreement • December 24th, 1998 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Ohio
1 Exhibit 10.13 KELLY-LEVEY & ASSOCIATES, INC. RETENTION INCENTIVE BONUS PLAN AGREEMENT 1. Subject to the terms and conditions of the Kelly-Levey & Associates, Inc. Retention Incentive Bonus Plan (the "Plan"), including the Termination Events set...Conley Canitano & Associates Inc • July 24th, 1998
RECITALSEarnout Escrow Agreement • December 24th, 1998 • Conley Canitano & Associates Inc • Services-computer integrated systems design • Ohio
WARRANT -------Conley Canitano & Associates Inc • July 24th, 1998 • Ohio
RECITALSRetention Incentive Bonus Plan Escrow Agreement • July 24th, 1998 • Conley Canitano & Associates Inc • Ohio
