Standard Contracts
MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUEDistribution Agreement • February 16th, 2001 • Compaq Computer Corp • Computer & office equipment • New York
ARTICLE 3 Representations and Warranties of the CompanyMerger Agreement • June 26th, 1997 • Compaq Computer Corp • Electronic computers • Delaware
W I T N E S S E T H :Stock Option Agreement • June 26th, 1997 • Compaq Computer Corp • Electronic computers • Delaware
REVOLVING CREDIT AGREEMENT (364-DAY) DATED AS OF OCTOBER 2, 1998 AMONGRevolving Credit Agreement • November 13th, 1998 • Compaq Computer Corp • Electronic computers • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers • Delaware
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • New York
BetweenSeparation Agreement • August 13th, 1999 • Compaq Computer Corp • Electronic computers
1 Exhibit 1.1 COMPAQ COMPUTER CORPORATION (a Delaware corporation) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2000 • Compaq Computer Corp • Electronic computers • New York
CONFIDENTIAL [date] grant COMPAQ COMPUTER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT FOR MEMBER OF THE OFFICE OF THE CHIEF EXECUTIVE OFFICER ------------------------------------------------------------ THIS AGREEMENT between Compaq Computer...Nonqualified Stock Option Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • Delaware
CONFORMED COPY U.S. $2,200,000,000 REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 26th, 2000 • Compaq Computer Corp • Computer & office equipment • New York
DATED AS OFRights Agreement • September 5th, 2001 • Compaq Computer Corp • Computer & office equipment • Delaware
This Employment Agreement, effective as of July 22, 1999 ("Effective Date"), is by and between Compaq Computer Corporation ("Compaq"), a corporation organized and existing under the laws of the State of Delaware, U.S.A., and Michael D. Capellas...Employment Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • Texas
COMPAQ COMPUTER CORPORATION AS THE COMPANY AND THE BANK OF NEW YORK AS TRUSTEE INDENTUREIndenture • May 11th, 2000 • Compaq Computer Corp • Electronic computers • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 1998 • Compaq Computer Corp • Electronic computers • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment"), --------- dated as of October 2, 1998 is entered into by and among Compaq Computer Corporation, a Delaware corporation (the "Company"), the several financial ------- institutions...Revolving Credit Agreement • November 13th, 1998 • Compaq Computer Corp • Electronic computers • New York
EXHIBIT 10.44 SECURITY AGREEMENT SECURITY AGREEMENT dated as of October 20, 2000, made and entered into by and among MICHAEL D. CAPELLAS (the "Borrower") and COMPAQ COMPUTER CORPORATION, a Delaware Corporation ("Compaq"). PRELIMINARY STATEMENTS A. The...Security Agreement • January 30th, 2002 • Compaq Computer Corp • Computer & office equipment • Texas
BetweenEmployment Agreement • August 13th, 1999 • Compaq Computer Corp • Electronic computers • Texas
April 17, 1997 Dear Shareholder: Your Board of Directors is pleased to inform you that on April 9, 1997, Microcom, Inc. ("Microcom") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compaq Computer Corporation ("Compaq") and...Merger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers
Your Board of Directors is pleased to inform you that on April 9, 1997, Microcom, Inc. ("Microcom") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compaq Computer Corporation ("Compaq") and Compaq- Boston, Inc. (the "Purchaser"), a wholly-owned subsidiary of Compaq, pursuant to which the Purchaser has commenced on April 16, 1996 a cash tender offer (the "Offer") to purchase all outstanding shares of Microcom common stock at a price of $16.25 per share in cash (the "Offer Price"). Following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, the Purchaser will be merged into Microcom (the "Merger") and each of the Microcom shares not owned by Compaq or its affiliates or by dissenting shareholders or by holders of shares of Option Restricted Stock (as defined in the Schedule 14D-9 referred to below) will be converted into the right to receive in cash the Offer Price.
EXHIBIT 5 April 11, 1997 Alan G. Lutz, Senior Vice President and General Manager, Communications Products Group Compaq Computer Corporation 20555 SH249 Houston, Texas 77070 CONFIDENTIALITY AGREEMENT ------------------------- Dear Alan: In connection...Confidentiality Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers • Massachusetts
MORGAN STANLEY & CO. INCORPORATED 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 (415) 576-2000 April 9, 1997 Board of Directors Microcom, Inc. 500 River Ridge Drive Norwood, MA 02062-5028 Gentlemen: We understand that Microcom, Inc....Merger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers
INACOM SERVICESService Level Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2002 • Compaq Computer Corp • Computer & office equipment
COMPAQ COMPUTER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT FOR THE STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORSNonqualified Stock Option Agreement • March 6th, 1996 • Compaq Computer Corp • Electronic computers • Delaware
U.S. $1,750,000,000 364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 28, 2001364-Day Revolving Credit Agreement • October 23rd, 2001 • Compaq Computer Corp • Computer & office equipment • New York
Tandem Computers Incorporated 10435 North Tantau Avenue Cupertino, California 95014 Re: Agreement and Plan of Merger Dated as of June 22, 1997 Among Tandem Computers Incorporated, Compaq Computer Corporation and Compaq-Project, Inc. Ladies and...Agreement and Plan of Merger • July 30th, 1997 • Compaq Computer Corp • Electronic computers
REVOLVING CREDIT AGREEMENT (364-DAY) DATED AS OF SEPTEMBER 22, 1997 AMONG ===== COMPAQ COMPUTER CORPORATION, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS ADMINISTRATIVE AGENT AND AS INTERNET AGENT,...Revolving Credit Agreement • February 19th, 1998 • Compaq Computer Corp • Electronic computers • New York
BY AND AMONGAgreement and Plan of Reorganization • September 4th, 2001 • Compaq Computer Corp • Computer & office equipment • Delaware
RECITALSServices, Supply and Sales Agreement • February 23rd, 2000 • Compaq Computer Corp • Electronic computers • New York
EXHIBIT 10.11 PERSONAL & CONFIDENTIAL September 17, 2001 Dear : I want to take this opportunity to reiterate how important you are as a senior member of Compaq's management team and to thank you for your commitment to our success. As you know, we face...Severance Agreement • October 23rd, 2001 • Compaq Computer Corp • Computer & office equipment
EXHIBIT 10.32 PERSONAL & CONFIDENTIAL October 20, 2000 Mr. Michael D. Capellas [Street Address] [City], [State] [Zip] Dear Michael: On behalf of all of your fellow members of the Board of Directors, I want to congratulate you on being selected to...Employment Agreement • February 9th, 2001 • Compaq Computer Corp • Computer & office equipment
EXHIBIT 10.33 PERSONAL & CONFIDENTIAL Dear ____________: I want to take this opportunity to reiterate how important you are as a senior member of Compaq's management team and to thank you for your commitment to our success. As you know, we face many...Severance Agreement • February 9th, 2001 • Compaq Computer Corp • Computer & office equipment • Texas
INTRODUCTIONRetention Agreement • October 26th, 2000 • Compaq Computer Corp • Computer & office equipment • Texas
U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT (364-Day) Dated as of October 1, 1999 among COMPAQ COMPUTER CORPORATION, BANK OF AMERICA, N.A. As Sole Administrative Agent, THE CHASE MANHATTAN BANK and CITIBANK, N.A. As Syndication Agents, and THE...Revolving Credit Agreement • November 15th, 1999 • Compaq Computer Corp • Electronic computers • New York
Agreement and Plan of Merger Dated as of June 22, 1997 Among Tandem Computers Incorporated, Compaq Computer Corporation and Compaq-Project, Inc. Dear Ladies and Gentleman: We have acted as counsel for Compaq Computer Corporation, a Delaware...Merger Agreement • July 30th, 1997 • Compaq Computer Corp • Electronic computers
