1 EXHIBIT 10(gg) INFORMATION RESOURCES, INC. SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (herein, the "Amendment") is entered into as of February 9, 2000, between Information Resources, Inc., the Banks party thereto,...Credit Agreement • March 28th, 2000 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
Exhibit 99.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
SECTION 1 DEFINED TERMSRevolving Credit Agreement • March 27th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of May 19, 2000 (this "Agreement"), is entered into by and between Information Resources, Inc., a Delaware corporation (the "Company"), and (the "Executive"). WHEREAS, the Company...Employment Agreement • November 13th, 2000 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
Exhibit 10.1 INFORMATION RESOURCES, INC. FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment to Credit Agreement (herein, the "Amendment") is entered into as of October 16, 2001, between Information Resources, Inc., the Banks party thereto, and...Credit Agreement • November 14th, 2001 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
Exhibit 10.LL RESTRICTED STOCK AGREEMENT -------------------------- This agreement ("Agreement") is executed and made effective as of this 30th day of April, 1999 (the "Effective Date"), by and between Joseph P. Durrett (the "Executive") and...Restricted Stock Agreement • August 16th, 1999 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT 4.2 RIGHTS AGREEMENT ----------------- This Agreement, dated as of March 2, 1989, between Information Resources, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation (the "Rights...Rights Agreement • October 28th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT DATED AS OF JULY 12, 2002Revolving Credit Agreement • August 14th, 2002 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT (ss) INFORMATION RESOURCES, INC. AMENDED AND RESTATED 401(k) RETIREMENT SAVINGS PLAN (AMENDED AS OF AUGUST 17, 2000) INFORMATION RESOURCES, INC. AMENDED AND RESTATED 401(k) RETIREMENT SAVINGS PLAN This amended and restated agreement (the...Information Resources Inc • March 27th, 2003 • Services-engineering, accounting, research, management • Illinois
Exhibit 10.2 INFORMATION RESOURCES, INC. AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement (the "Agreement") is dated as of October 16, 2001, between Information Resources, Inc. a Delaware corporation, with its...Security Agreement • November 14th, 2001 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT") is made and entered into this 12th day of July, 2002 by and among INFORMATION RESCOURCES, INC., a Delaware corporation, 564 RANDOLPH CO. #2, a Delaware corporation, IRI PUERTO...Security Agreement • August 14th, 2002 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
WITNESSETH:Trust Agreement • February 25th, 2000 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
Exhibit 10(ii) FIRST AMENDMENT TO THE INFORMATION RESOURCES, INC. AMENDED AND RESTATED 401(K) RETIREMENT SAVINGS PLAN The Information Resources, Inc. Amended and Restated 401(k) Retirement Savings Plan is hereby amended, effective July 1, 1996, as...Information Resources Inc • March 27th, 1997 • Services-engineering, accounting, research, management
AMONGCredit Agreement • November 13th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
1 Exhibit 10.kk EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 30th day of April, 1999 by and between Information Resources, Inc., a Delaware corporation (the "Company"), and Joseph P. Durrett...Employment Agreement • August 16th, 1999 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
TRUST AGREEMENT BETWEENTrust Agreement • March 27th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management • Massachusetts
EXHIBIT 10.3 INFORMATION RESOURCES, INC. THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (herein, the "Amendment") is entered into as of October 18, 2000, between Information Resources, Inc., the Banks party thereto, and...Credit Agreement • November 13th, 2000 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.3 U.S. SUBSIDIARY PLEDGE AGREEMENT THIS U.S. SUBSIDIARY PLEDGE AGREEMENT (this "AGREEMENT") is entered into as of the 12th day of July, 2002 by and among Information Resources, Inc., a Delaware corporation ("PLEDGOR"), in favor of LASALLE...Subsidiary Pledge Agreement • August 14th, 2002 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
R E C I T A L SConsulting Agreement • March 29th, 1999 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
1 EXHIBIT 10.1 AMENDMENT ONE TO EMPLOYMENT AGREEMENT THIS AMENDMENT ONE TO EMPLOYMENT AGREEMENT ("Amendment") is made as of the 30th day of January, 2001 by and between Information Resources, Inc., a Delaware corporation (the "Company"), and Joseph P....Employment Agreement • May 15th, 2001 • Information Resources Inc • Services-engineering, accounting, research, management
EXHIBIT 10 INFORMATION RESOURCES, INC. & SUBSIDIARIES EMPLOYMENT TERMINATION AGREEMENT This Employment Termination Agreement ("Agreement") is made as of March 4, 1996, effective as of the close of business March 13, 1996 ("Effective Date") by and...Employment Termination Agreement • March 25th, 1996 • Information Resources Inc • Services-computer programming, data processing, etc. • Illinois
amongInformation Resources Inc • November 14th, 1995 • Services-computer programming, data processing, etc. • Illinois
WITNESSETH:Trust Agreement • March 27th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT dated as of by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION, GINGKO ACQUISITION CORP., THE RIGHTS AGENTS NAMED HEREIN AND INFORMATION RESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUSTContingent Value Rights Agreement • October 20th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of ______, 2003 (this "Agreement"), is entered into by and among Information Resources, Inc. a Delaware corporation (the "Company"), Gingko Corporation, a Delaware corporation, ("Parent") and Gingko Acquisition Corp., a Delaware corporation ("Merger Sub"), and ___________, _____________, ____________, _____________ (individually, a "Rights Agent" and collectively, the "Rights Agents"), and Information Resources, Inc. Litigation Contingent Payment Rights Trust, a Delaware statutory trust (the "CVR Trust").
AGREEMENT AND PLAN OF MERGER dated as of September 7, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION and GINGKO ACQUISITION CORP.Document Agreement and Plan of Merger • September 10th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").
RECITALS:Contingent Value Rights Agreement • June 30th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
AGREEMENT AND PLAN OF MERGER dated as of June 29, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION and GINGKO ACQUISITION CORP.Agreement and Plan of Merger • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").
RECITALSConsent and Release • November 13th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT (ww) INFORMATION RESOURCES, INC. DIRECTORSHIP AGREEMENT This Agreement is made as of February 13, 2003, by and between Information Resources, Inc., a Delaware corporation (the "Corporation"), and the individual whose name and signature appears...Directorship Agreement • March 27th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
The Agreements specified below. Gingko Corporation c/o Symphony II-A Technology Group 4015 Miranda Avenue, 2nd Floor Palo, Alto CA 94304 Information Resources, Inc. 150 North Clinton Street Chicago, Illinois 60661 Ladies and Gentlemen: In connection with:Information Resources Inc • July 14th, 2003 • Services-engineering, accounting, research, management • Delaware
QuickLinks -- Click here to rapidly navigate through this documentInformation Resources Inc • July 14th, 2003 • Services-engineering, accounting, research, management • Illinois
Information Resources, Inc. (the "Company") understands that you have requested information for the purposes of evaluating a possible transaction between the Company or its stockholders and you (a "Transaction"). It is understood and agreed that this agreement does not obligate the Company to enter into any Transaction or any agreement relating to a Transaction. To induce the Company to furnish information to you, you hereby agree as follows:
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTThe Rights Agreement • July 2nd, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
This Amendment No. 1 (this "Amendment") is entered into as of June 29, 2003, between INFORMATION RESOURCES, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"), to the Rights Agreement between the Company and Harris Trust and Savings Bank, amended and restated on October 27, 1997 (the "Rights Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
AMENDMENT TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management
THIS AMENDMENT TWO TO EMPLOYMENT AGREEMENT ("Amendment") is formally entered into as of the 29th day of June, 2003 by and between Information Resources, Inc., a Delaware corporation (the "Company"), and Joseph P. Durrett ("Executive"), but shall be deemed to have been effective as of May 19, 2000.
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
THIS SEVERANCE PROTECTION AGREEMENT, dated as of [ ] (this "Agreement"), is entered into by and between Information Resources, Inc., a Delaware corporation (the "Company"), and [ ] (the "Executive").
FORM OF STOCKHOLDER TENDER AND VOTING AGREEMENT among [NAME OF STOCKHOLDER], GINGKO ACQUISITION CORP. and GINGKO CORPORATION Dated as of October __, 2003Voting Agreement • October 20th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • New York
STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of October __, 2003 (as the same may be amended from time to time, this “Agreement”) among Gingko Corporation, a Delaware corporation (“Parent”), Gingko Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [Name of Stockholder] (the “Stockholder”), a beneficial owner of Company Common Stock of Information Resources, Inc., a Delaware corporation (the “Company”).
