Form of Option Agreement - CEO] Option Award Agreement under the Long Term Incentive PlanOption Award Agreement • November 10th, 2010 • GXS Worldwide, Inc. • Services-prepackaged software • Maryland
GXS Group, Inc., a Delaware corporation (the “Company”), hereby grants as of the date of grant set forth above (the “Grant Date”) to the above-named optionee (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of common stock of the Company (“Shares”) set forth above pursuant to the 2010 GXS Group, Inc. Long Term Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The terms and conditions of the Option granted hereby, to the extent not controlled by the terms and conditions of the Plan, are as follows:
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OPEN TEXT CORPORATION, OCELOT MERGER SUB, INC., GXS GROUP, INC., AND THE STOCKHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 4, 2013Agreement and Plan of Merger • November 7th, 2013 • GXS Worldwide, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 4, 2013 (the “Execution Date”), among Open Text Corporation, a corporation incorporated under the laws of Canada (“Parent”), Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), GXS Group, Inc., a Delaware corporation (the “Company”), and Global Acquisition LLC, solely in its capacity as the Stockholders’ Representative (as defined herein).
Amendment to Employment AgreementAmendment to Employment Agreement • August 13th, 2012 • GXS Worldwide, Inc. • Services-prepackaged software
This amendment dated as of August 6, 2012 (“Amendment No. 3”) is made to the Executive Employment Agreement (“Agreement”), dated as of November 17, 2007, between GXS, Inc., a Delaware corporation (“GXS”), and Robert E. Segert (“Employee”).
STOCK APPRECIATION RIGHTS (“SAR”) AGREEMENTStock Appreciation Rights • March 31st, 2011 • GXS Worldwide, Inc. • Services-prepackaged software
This Agreement is effective November 30, 2010, by and between GXS Holdings, Inc., a Delaware corporation (the “Company”) and Gary Greenfield (the “Grantee”).
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 5th, 2012 • GXS Worldwide, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of February 29, 2012 and is among GXS WORLDWIDE, INC. (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, WELLS FARGO CAPITAL FINANCE, INC. (formerly known as Wells Fargo Foothill, Inc.), as Administrative Agent, and, for purposes of Sections 4 and 5 hereof, certain Subsidiaries of the Borrower.
