CREDIT AGREEMENTdated as ofDecember 14, 2015,amongCDK GLOBAL, INC., The LENDERS Party Hereto andBANK OF AMERICA, N.A., as Administrative Agent, ___________________________MUFG UNION BANK, N.A., U.S. BANK NATIONAL ASSOCIATIONand WELLS FARGO BANK, N.A.,...Credit Agreement • December 15th, 2015 • CDK Global, Inc. • Services-business services, nec • New York
Exhibit D-1 -- Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
CDK Global, Inc. Underwriting AgreementCDK Global, Inc. • June 7th, 2018 • Services-business services, nec • New York
CDK Global, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 5.875% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 18, 2018 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officer’s Certificate to be dated as of June 18, 2018 (together with the Base Indenture, the “Indenture”).
CREDIT AGREEMENT dated as of December 9, 2016, among CDK GLOBAL, INC., The LENDERS Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent, ___________________________ JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., MUFG UNION...Credit Agreement • December 12th, 2016 • CDK Global, Inc. • Services-business services, nec • New York
Exhibit D-1 -- Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
INDEMNIFICATION AGREEMENT by and between CDK GLOBAL, INC. and as IndemniteeIndemnification Agreement • June 7th, 2018 • CDK Global, Inc. • Services-business services, nec • Delaware
Indemnification Agreement, dated effective as of [ ], (this “Agreement”) by and between CDK Global, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2017 • CDK Global, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated May 15, 2017 (the “Agreement”) is entered into by and between CDK Global, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
PROJECT CENTRAL AGREEMENT AND PLAN OF MERGER by and among CENTRAL PARENT LLC, CENTRAL MERGER SUB INC. and CDK GLOBAL, INC. _________________________ Dated as of April 7, 2022 _________________________Agreement and Plan of Merger • April 8th, 2022 • CDK Global, Inc. • Services-business services, nec • Delaware
Term Section 4.50% Indenture 8.1(a) 4.50% Senior Notes 8.1(b) 4.875% Indenture 8.1(c) 4.875% Senior Notes 8.1(d) 5.25% Indenture 8.1(e) 5.25% Senior Notes 8.1(f) Acceptable Confidentiality Agreement 8.1(g) Adverse Recommendation Change 5.3(d) Affiliate 8.1(h) Agreement Preamble Alternative Acquisition Agreement 5.3(d) Alternative Financing 5.10(b) Announcement 5.8 Anti-Corruption Laws 8.1(i) Antitrust and Foreign Investment Laws 8.1(j) Applicable Exchange 8.1(k) Balance Sheet 3.11(a) BBU 5.10(e) Book-Entry Shares 2.1(c)(ii) Business Day 8.1(l) CARES Act 8.1(m) Certificate of Merger 1.5 Certificates 2.1(c)(ii) Change of Control Offer 5.16(a) Change of Control Offers 5.16(a) Chosen Courts 8.5(a) Claim 5.5(b) Closing 1.4 Closing Date 1.4 Code 8.1(n) Common Stock Recitals Company Preamble Company Assets 3.7 Company Benefit Plans 3.17(a) Company Board Recitals Company Board Recommendation Recitals Company Bylaws 3.1
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • September 9th, 2015 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20__ the right and option to purchase XXXX shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2014 • CDK Global, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated October 14, 2014 (the “Agreement”) is entered into by and among CDK Global, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”) of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
TAX MATTERS AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL, INC. Dated as of September 29, 2014Tax Matters Agreement • October 1st, 2014 • CDK Global, Inc. • Services-business services, nec • New York
TAX MATTERS AGREEMENT dated as of September 30, 2014 (this “Agreement”) by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”) and CDK Global, Inc., a Delaware corporation whose sole shareholder is ADP (“Dealer” and, together with ADP, each, a “Party” and collectively, the “Parties”).
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN STOCK OPTION GRANT AGREEMENT (Non- Employee Director)Stock Option Grant Agreement • November 3rd, 2015 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20__ the right and option to purchase XXXX shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.
CREDIT AGREEMENT dated as of September 16, 2014, among CDK GLOBAL HOLDINGS, LLC, The BORROWING SUBSIDIARIES from Time to Time Party Hereto, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, MORGAN STANLEY SENIOR...Credit Agreement • September 19th, 2014 • CDK Global Holdings, LLC • Services-business services, nec • New York
As of the date of this Agreement, the Company (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) is a direct wholly owned subsidiary of ADP. As set forth in the Form 10, ADP proposes to distribute all the issued and outstanding common stock of the Company on a pro rata basis to its shareholders in a tax-free transaction (the “Spin-Off”).
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • November 7th, 2018 • CDK Global, Inc. • Services-business services, nec • Illinois
This Transition and Release Agreement (this “Agreement”), by and between CDK Global, Inc., a Delaware corporation (the “Company”), and Brian P. MacDonald (the “Executive”), is offered to the Executive as of November 5, 2018. The Executive shall have the opportunity to review and accept the terms of this Agreement as set forth in Section 4 below, which describes the terms on which this Agreement shall become effective.
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • February 3rd, 2016 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants you (“Participant”), on XXXX XX, 20XX (the “Grant Date”), a Performance Stock Unit Award (the “Award”) of forfeitable performance stock units of the Company (“PSUs”), each PSU representing the right to receive one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), subject to the restrictions, terms and conditions herein.
SEPARATION AND DISTRIBUTION AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of [—], 2014Separation and Distribution Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2014, by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP (each, a “Party” and collectively, the “Parties”).
BRIDGE CREDIT AGREEMENT dated as of September 16, 2014, among CDK GLOBAL HOLDINGS, LLC, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent BANK OF AMERICA, N.A....Bridge Credit Agreement • September 19th, 2014 • CDK Global Holdings, LLC • Services-business services, nec • New York
BRIDGE CREDIT AGREEMENT dated as of September 16, 2014, among CDK GLOBAL HOLDINGS, LLC, a Delaware limited liability company, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
INTELLECTUAL PROPERTY TRANSFER AGREEMENTIntellectual Property Transfer Agreement • October 1st, 2014 • CDK Global, Inc. • Services-business services, nec • New York
INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”), dated as of September 29, 2014 between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company (each, a “Party” and collectively, the “Parties”).
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 13th, 2014 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants you (the “Participant”), on XXXX XX, 20__ a Restricted Stock Award (the “Restricted Stock Award”) of forfeitable shares of the Company’s Common Stock, par value $0.01 per share (“Restricted Stock”), subject to the restrictions, terms and conditions herein.
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 3rd, 2016 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants you (the “Participant”), on XXXX XX, 20XX a Restricted Stock Award (the “Restricted Stock Award”) of forfeitable shares of the Company’s Common Stock, par value $0.01 per share (“Restricted Stock”), subject to the restrictions, terms and conditions herein.
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENTAward Plan Performance Stock Unit Award Agreement • September 11th, 2019 • CDK Global, Inc. • Services-business services, nec • Delaware
Except as otherwise determined by the Committee in its sole discretion or as set forth in Section 2(b) or Section 3(b), unvested PSUs shall be forfeited without consideration to the Participant upon the Participant’s termination of employment with the Company or its Affiliates for any reason. For purposes of the PSUs, the Participant’s termination date shall occur (regardless of the reason for such termination, and whether or not found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any), except as otherwise required by applicable legislation, effective as of the date that is the earlier of: (i) the termination of the Participant’s employment relationship; (ii) the date the Participant receives written notice of termination; or (iii) the date the Participant is no longer actively employed regardless of any notice period or period of pay in lieu of such notice mandated under a
DATA CENTER SERVICES AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of September 29, 2014Data Center Services Agreement • October 1st, 2014 • CDK Global, Inc. • Services-business services, nec • New York
This DATA CENTER SERVICES AGREEMENT (this “Agreement”), dated as of September 29, 2014, is between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company. ADP and Dealer shall be separately referred to herein as a “Party” and together as the “Parties.”
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN UK TAX ADVANTAGED SUBPLAN FORM OF STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • September 9th, 2015 • CDK Global, Inc. • Services-business services, nec
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan - UK Tax Advantaged SubPlan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20XX the right and option to purchase XXXX shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.
EMPLOYEE MATTERS AGREEMENT by and between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of September 29, 2014Employee Matters Agreement • October 1st, 2014 • CDK Global, Inc. • Services-business services, nec • New York
EMPLOYEE MATTERS AGREEMENT dated as of September 29, 2014 (this “Agreement”), by and between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP (each, a “Party” and collectively, the “Parties”).
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • September 9th, 2015 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants you (“Participant”), on XXXX XX, 20__ (the “Grant Date”), a Performance Stock Unit Award (the “Award”) of forfeitable performance stock units of the Company (“PSUs”), each PSU representing the right to receive one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), subject to the restrictions, terms and conditions herein.
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2015 • CDK Global, Inc. • Services-business services, nec • Illinois
This Employment Agreement (the "Agreement"), entered into on December 11, 2015, is made by and between Brian P. MacDonald (the "Executive") and CDK Global, Inc., a Delaware corporation (the "Company").
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN RESTRICTED UNIT AWARD AGREEMENT (Non- Employee Director)Restricted Unit Award Agreement • November 3rd, 2015 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20__ a forfeitable Restricted Unit Award (the “Restricted Unit Award”), subject to the restrictions, terms and conditions herein.
REVOLVING CREDIT AGREEMENT dated as of May 24, 2021, among CDK GLOBAL, INC., The BORROWING SUBSIDIARIES from Time to Time Party Hereto, The LENDERS Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., MUFG BANK,...Revolving Credit Agreement • May 25th, 2021 • CDK Global, Inc. • Services-business services, nec • New York
Exhibit D-1 — Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
PERFORMANCE BASED STOCK OPTION GRANT AGREEMENTPerformance Based Stock Option Grant Agreement • November 7th, 2018 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants [PARTICIPANT NAME] (the “Participant”) on [GRANT DATE] the right and option to purchase [NUMBER OF AWARDS GRANTED] shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.
CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN FORM OF STOCK OPTION GRANT AGREEMENTCDK Global, Inc. • February 3rd, 2016 • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20XX the right and option to purchase XXXX shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2018 • CDK Global, Inc. • Services-business services, nec • Illinois
This Employment Agreement (the “Agreement”), entered into on November 5, 2018, is made by and between Brian Krzanich (the “Executive”) and CDK Global, Inc., a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of [—], 2014Transition Services Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2014, between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company. ADP and Dealer shall be separately referred to herein as a “Party” and together as the “Parties.”
INTELLECTUAL PROPERTY TRANSFER AGREEMENTIntellectual Property Transfer Agreement • August 29th, 2014 • Dealer Services Holdings LLC • Services-business services, nec • New York
INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”), dated as of [—], 2014 between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware [limited liability company] (each, a “Party” and collectively, the “Parties”).
TERM LOAN CREDIT AGREEMENT dated as of August 17, 2018, among CDK GLOBAL, INC., The LENDERS Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent, ___________________________ JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, MUFG...Assignment and Assumption • August 23rd, 2018 • CDK Global, Inc. • Services-business services, nec • New York
Exhibit D-1 -- Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
CDK Global, Inc., Issuer, and FIRST SUPPLEMENTAL INDENTURE Dated as of May 3, 2022Indenture • May 4th, 2022 • CDK Global, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 3, 2022, between CDK Global, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”).
TRANSITION SERVICES AGREEMENT between AUTOMATIC DATA PROCESSING, INC. and CDK GLOBAL HOLDINGS, LLC Dated as of September 29, 2014Transition Services Agreement • October 1st, 2014 • CDK Global, Inc. • Services-business services, nec • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 29, 2014, between Automatic Data Processing, Inc., a Delaware corporation (“ADP”), and CDK Global Holdings, LLC, a Delaware limited liability company. ADP and Dealer shall be separately referred to herein as a “Party” and together as the “Parties.”
FORM OF RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • November 13th, 2014 • CDK Global, Inc. • Services-business services, nec • Delaware
CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to FirstName LastName (the “Participant”), on XXXX XX, 20__ a forfeitable Restricted Unit Award (the “Restricted Unit Award”), subject to the restrictions, terms and conditions herein.
