EXHIBIT 10.6 RECRUITSOFT, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is effective as of , by and between Recruitsoft, Inc., a Delaware corporation (the "Company") and (the "Indemnitee"). WHEREAS, the Company...Indemnification Agreement • March 31st, 2004 • Recruitsoft Inc • Delaware
BY AND AMONGMerger Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • Delaware
THIS TEXT IS THE ENGLISH OF THE ORIGINAL FRENCH LETTER DATED APRIL 28, 2004. IN CASE OF DISCREPANCY BETWEEN THE TWO VERSIONS, THE FRENCH VERSION SHALL HAVE PRECEDENCE. Attn.: Mr. Jean Lavigueur, CA, CFO --------------------------------...Financing Agreement • May 13th, 2004 • Taleo Corp • Services-prepackaged software • Quebec
RECITALS:Pledge and Security Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of April 22, 2011 among TALEO CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and COMERICA BANK as Syndication Agent J.P. MORGAN SECURITIES LLC and COMERICA BANK as Joint Bookrunners and...Credit Agreement • April 28th, 2011 • Taleo Corp • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 22, 2011 among TALEO CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and COMERICA BANK, as Syndication Agent.
EXHIBIT 4.3 RECRUITSOFT, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OCTOBER 21, 2003Investor Rights Agreement • March 31st, 2004 • Recruitsoft Inc • Delaware
ARTICLE 1 DEFINITIONSCommercial Lease • May 13th, 2004 • Taleo Corp • Services-prepackaged software • Quebec
EXHIBIT 10.19 CREDIT AND GUARANTY AGREEMENT DATED AS OF APRIL 25, 2005Credit and Guaranty Agreement • July 1st, 2005 • Taleo Corp • Services-prepackaged software • New York
Taleo Corporation Class A Common Stock ($0.00001 par value) Underwriting AgreementUnderwriting Agreement • November 12th, 2009 • Taleo Corp • Services-prepackaged software • New York
Taleo Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 6,500,000 shares of the Class A Common Stock, $0.00001 par value (the “Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 975,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate.
AGREEMENT AND PLAN OF MERGER dated as of February 8, 2012 among TALEO CORPORATION, OC ACQUISITION LLC, TIGER ACQUISITION CORPORATION, and ORACLE CORPORATIONMerger Agreement • February 9th, 2012 • Taleo Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 8, 2012, among Taleo Corporation, a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Tiger Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Ultimate Parent is a party solely with respect to the performance of its obligations set forth in Section 2.06 and 9.15.
EXHIBIT 10.16 TALEO CORPORATION MICHAEL P. GREGOIRE EMPLOYMENT AGREEMENT This Agreement is entered into as of March 14, 2005 (the "Effective Date") by and between Taleo Corporation (the "Company") and Michael P. Gregoire ("Executive"). 1. Duties and...Employment Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, CAJUN ACQUISITION CORPORATION, LEARN.COM, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY JAMES RILEY AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK NATIONAL ASSOCIATION AS ESCROW...Merger Agreement • September 2nd, 2010 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 1, 2010 by and among Taleo Corporation, a Delaware corporation (“Parent”), Cajun Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Learn.com, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE VII, ARTICLE VIII and ARTICLE IX hereof only, James Riley, not in his individual capacity but solely as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
EXHIBIT 10.9 EMPLOYMENT AGREEMENT entered into in Montreal (Quebec) as of April 30, 1999 by and between: RECRUSOFT INC., a company incorporated under the laws of the province of Quebec, having its head office at 390, St-Vallier East, Suite 401, Quebec...Employment Agreement • March 31st, 2004 • Recruitsoft Inc • Quebec
EXHIBIT 4.4 COVENANT AGREEMENT entered into by and between: RECRUITSOFT.COM INC., a corporation incorporated under the laws of the State of Delaware (U.S.A.), having its registered office at One Rodney Square, 10th Floor, Tenth and Kent Streets, City...Covenant Agreement • May 2nd, 2005 • Taleo Corp • Services-prepackaged software • Quebec
FORM OF VOTING AGREEMENTVoting Agreement • February 9th, 2012 • Taleo Corp • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of February 8, 2012 (this “Agreement”), between OC Acquisition LLC, a Delaware limited liability company (“Parent”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
TALEO CORPORATION HEIDI M. MELIN EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2011 • Taleo Corp • Services-prepackaged software • California
This Agreement is entered into as of May 16, 2011 (the “Effective Date”) by and between Taleo Corporation, a Delaware corporation (the “Company”) and Heidi M. Melin (“Executive”). The Agreement is contingent upon Executive’s successful completion of standard new hire procedures of the Company, including background checks and proof of right to work in the United States. The term of this Agreement shall be four (4) years from the Effective Date. The parties agree to engage in a good faith review and renewal evaluation of this Agreement at the third anniversary of the Effective Date. If at the time of expiration of this Agreement the Company is engaged in discussions that may involve a Change in Control, as defined below, the term if this agreement shall be automatically extended by eighteen (18) months from the original date of expiration.
TALEO CORPORATION KATY MURRAY EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Taleo Corp • Services-prepackaged software • California
This Agreement is entered into as of August 4, 2006 by and between Taleo Corporation, a Delaware corporation, (the “Company”) and Katy Murray (“Executive”).
Pro Forma Financial InformationMerger Agreement • March 19th, 2010 • Taleo Corp • Services-prepackaged software
On September 14, 2009, Taleo Corporation, (“the Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) to acquire Worldwide Compensation, Inc. (“WWC”), a private company with headquarters in California that provides compensation management solutions. In accordance with the terms of the Merger Agreement, the Company was to pay up to $16.0 million in cash, subject to adjustment for any outstanding debt, third-party expenses and certain other specified items, in exchange for all of the issued and outstanding capital stock, options and warrants of WWC that the Company did not already own. Fifteen percent (15%) of the consideration was to be placed into escrow for one year following the closing to be held as security for losses incurred by the Company in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events. Previously, in the third quarter of 2008, the Company made an inves
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TALEO CORPORATION, DOLPHIN ACQUISITION CORPORATION, PORPOISE ACQUISITION LLC, VURV TECHNOLOGY, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DEREK MERCER AS STOCKHOLDER REPRESENTATIVE AND...Agreement and Plan of Reorganization • May 7th, 2008 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 5, 2008 by and among Taleo Corporation, a Delaware corporation (“Parent”), Dolphin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Porpoise Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“NewLLC”), Vurv Technology, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Derek Mercer as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
SHARE PURCHASE AGREEMENT BY AND AMONG TALEO (UK) LIMITED, JOBPARTNERS LIMITED, EACH OF THE INDIVIDUALS AND ENTITIES LISTED ON THE SIGNATURE PAGES HERETO AS A “SHAREHOLDER”, AND SOLELY IN ITS CAPACITY AS THE REPRESENTATIVE OF THE SHAREHOLDERS PARTECH...Share Purchase Agreement • June 22nd, 2011 • Taleo Corp • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 21, 2011, by and among TALEO (UK) LIMITED, a company organized and existing under the laws of England and Wales with registered number 04881364 and having its registered office at 1st Floor, West Wing Davidson House, Forbury Square, Reading, Berkshire, United Kingdom, RG1 3EU (“Purchaser”), JOBPARTNERS LIMITED, a company organized and existing under the laws of England and Wales with registered number 06423428 and having its registered office at 4th Floor, 5 Hammersmith Grove, London, United Kingdom, W6 0LG (the “Company”), each of the individuals and entities listed on the signature pages hereto as a “Shareholder” (each individually, a “Shareholder” and collectively, the “Shareholders”), and PARTECH INTERNATIONAL PARTNERS SAS, an entity organized and existing under the laws of France, solely in its capacity as the representative of the Shareholders (the “Shareholder Representative”).
Lease Agreement between 555-575 Market Street, llc, a Delaware limited liability company as “Landlord” and Taleo Corporation, a Delaware corporation as “Tenant” Dated May 14, 2004Lease Agreement • September 13th, 2005 • Taleo Corp • Services-prepackaged software
This Lease Agreement (this “Lease”) is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”) and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
PERFORMANCE SHARES AGREEMENT (U.S. SERVICE PROVIDERS) Grant # ________ NOTICE OF GRANTPerformance Shares Agreement • August 7th, 2009 • Taleo Corp • Services-prepackaged software • California
Taleo Corporation (the “Company”) hereby awards you (the “Participant”), the number of performance shares indicated below (the “Performance Shares”) under the Company’s 2009 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms used but not defined in this Performance Shares Agreement (the “Award Agreement,” including this Notice of Grant and Appendix A hereto) will have the same defined assigned to them in the Plan. Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this Award are as follows:
ORACLE LICENSE AND SERVICES AGREEMENTOracle License and Services Agreement • August 9th, 2007 • Taleo Corp • Services-prepackaged software • California
ContractEmployment Agreement • April 30th, 2009 • Taleo Corp • Services-prepackaged software • Quebec
AGREEMENT RECITALSSeverance Agreement • September 13th, 2005 • Taleo Corp • Services-prepackaged software • Quebec
This agreement (the “Agreement”) is made by and between Jean Lavigueur (“Mr. Lavigueur”) and Taleo (Canada) Inc. and its affiliates, including but not limited to Taleo Corporation and the subsidiaries of Taleo Corporation (collectively referred to as “Company”) (Mr. Lavigueur and the Company are collectively referred to as the “Parties”):
CONTRACT OF EMPLOYMENT EFFECTIVE AS OF THE 8th DAY OF March, 2006.Employment Agreement • April 17th, 2006 • Taleo Corp • Services-prepackaged software • Quebec
BETWEEN: TALEO (CANADA) INC., having a place of business at 330 St-Vallier St. East, Suite 400, in the City and District of Quebec, Province of Quebec, G1K 9C5, (hereinafter referred to as “Taleo”)
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, WYOMING ACQUISITION CORPORATION, WORLDWIDE COMPENSATION, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DENNIS M. ROHAN AS SHAREHOLDER REPRESENTATIVE AND AS...Agreement and Plan of Merger • September 18th, 2009 • Taleo Corp • Services-prepackaged software • California
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 14, 2009 by and among Taleo Corporation, a Delaware corporation (“Parent”), Wyoming Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Sub”), Worldwide Compensation, Inc., a California corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Dennis M. Rohan as shareholder representative (the “Shareholder Representative”), and U.S. Bank National Association as escrow agent.
LEASE BIT HOLDINGS FIFTY-SIX, INC., a Maryland corporation, Landlord, and Taleo Corporation, a Delaware corporation Tenant Dated: March 16, 2006Lease • March 22nd, 2006 • Taleo Corp • Services-prepackaged software • California
The Basic Lease Information is incorporated into and made a part of this Lease. Each reference in this Lease to any information or definitions contained in the Basic Lease Information means and refers to the information and definitions set forth in the Basic Lease Information. References in this document to the term “Lease” mean the Basic Lease Information, the body of this Lease, and any Exhibits, Addenda, or Riders thereto. The provisions of the body of this Lease will be read to implement the Basic Lease Information. In the event of any inconsistency between the wording in the body of the Lease and the wording in the Basic Lease Information, the wording in the body of the Lease shall prevail and be controlling.
Taleo Corporation Shares a/ Class A Common Stock ($0.00001 par value) Form of Underwriting AgreementUnderwriting Agreement • September 26th, 2005 • Taleo Corp • Services-prepackaged software • New York
Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. CIBC World Markets Corp. ThinkEquity Partners LLC As Representatives of the several Underwriters, 388 Greenwich Street New York, New York 10013
EXHIBIT 10.12 e-BUSINESS HOSTING AGREEMENT This e-business Hosting Agreement ("Agreement") between International Business Machines Corporation ("IBM") and RECRUITSOFT, INC. ("Customer"), sets forth the terms and conditions under which IBM will provide...E-Business Hosting Agreement • January 28th, 2005 • Taleo Corp • Services-prepackaged software • New York
TALEO CORPORATION 2004 STOCK PLAN PERFORMANCE SHARE AGREEMENT (Canada Grantees) Grant # _______________ NOTICE OF GRANTPerformance Share Agreement • June 6th, 2006 • Taleo Corp • Services-prepackaged software • California
Taleo Corporation (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Grantee”), the number of performance shares indicated below (the “Performance Shares”) under the Company’s 2004 Stock Plan (the “Plan”). The date of this Agreement is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this Award are as follows:
INTERNAP LOGO] INTERNAP STANDARD TERMS AND CONDITIONS This Agreement, with an Effective Date of September 1, 2002 ("Effective Date"), is between Internap Network Services Corporation, including its affiliates and subsidiaries ("Internap"), 601 Union...Standard Terms and Conditions • June 30th, 2004 • Taleo Corp • Services-prepackaged software • Washington
TALEO CORPORATION JEFFREY CARR EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2006 • Taleo Corp • Services-prepackaged software • California
This Agreement is entered into as of March 8, 2006 (the “Effective Date”) by and between Taleo Corporation, a Delaware corporation, (the “Company”) and Jeffrey Carr (“Executive”).
Page 1 of 1Payment Schedule Agreement • August 7th, 2009 • Taleo Corp • Services-prepackaged software
This Payment Schedule is entered into by Customer and Oracle Credit Corporation (“OCC”) for the acquisition of the System from Oracle Corporation, an affiliate of Oracle Corporation, an alliance member/agent of Oracle Corporation or any other party providing any portion of the System (“Supplier”). This Payment Schedule incorporates by reference the terms and conditions of the above-referenced Payment Plan Agreement (“PPA”) to create a separate Contract (“Contract”).
ContractAgreement and Plan of Reorganization • October 28th, 2009 • Taleo Corp • Services-prepackaged software
On May 5, 2008, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) to purchase Vurv Technology, Inc. (“Vurv”), a private company with headquarters in Florida. Vurv is a provider of on demand talent management software. On July 1, 2008, the Company completed the acquisition of Vurv. Accordingly, the assets, liabilities and operating results of Vurv were reflected in the Company’s consolidated financial statements beginning in the third quarter of 2008. The total consideration paid by the Company in connection with the acquisition was approximately $34.4 million in cash, $2.9 million in third party fees, and approximately 3.8 million shares of Class A common stock, of which approximately $33.8 million in cash and approximately 3.3 million shares of Class A common stock were paid on the closing date. Approximately 0.5 million shares were placed into escrow for one year following the closing to be held as security for losses incurred by the Co
