Exhibit 2.8 ----------- AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
RECITALS:Stock Option Agreement • September 4th, 1998 • Sterling Software Inc • Services-prepackaged software • Massachusetts
INDENTUREIndenture • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software • Texas
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT CONCERNING THE TEXAS INSTRUMENTS SOFTWARE BUSINESS OF TEXAS INSTRUMENTS INCORPORATEDAsset Purchase Agreement • May 15th, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
Exhibit 1 --------- RIGHTS AGREEMENT Dated as of December 18, 1996 By and Between STERLING SOFTWARE, INC.Rights Agreement • December 19th, 1996 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment No. 1"), is made and entered into this 19th day of June, 1997, by and among Texas Instruments Incorporated, a Delaware...Asset Purchase Agreement • July 1st, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
EXHIBIT 2.3 =================================================================== ============= TERMINATION AGREEMENTTermination Agreement • July 1st, 1997 • Sterling Software Inc • Services-prepackaged software • Ohio
Exhibit 10.21 ------------- INDEMNITY AGREEMENTIndemnification Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10(d) ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated as of November 30, 1994, among Sterling Software, Inc., a Delaware corporation ("Sterling"), KnowledgeWare, Inc., a Georgia corporation ("KnowledgeWare"), The First National...Escrow Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software • Texas
EXHIBIT 10(c) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of November 30, 1994 by and among Sterling Software, Inc., a Delaware corporation (the "Buyer"), and the former stockholders of...Registration Rights Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software • Delaware
FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • July 21st, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 STERLING SOFTWARE, INC. THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JULY 1, 1997Revolving Credit Agreement • August 14th, 1997 • Sterling Software Inc • Services-prepackaged software
Exhibit 10.15 AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • November 20th, 1997 • Sterling Software Inc • Services-prepackaged software • Delaware
Exhibit 2.5 ----------- AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Massachusetts
Exhibit 1 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT (this "Amendment"), dated as of February 14, 2000, to the Rights Agreement, dated as of December 18, 1996, as amended by the First Amendment to Rights Agreement, dated as of March 12,...Rights Agreement • February 17th, 2000 • Sterling Software Inc • Services-prepackaged software
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 14th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
Exhibit 10.8 ------------ STERLING SOFTWARE, INC 1996 STOCK OPTION PLAN Stock Option Agreement ---------------------- This Stock Option Agreement (the "Agreement") is entered into by and between Sterling Software, Inc., a Delaware corporation (the...Stock Option Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Texas
RECITALS:Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
RECITALS:Consulting Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Texas
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 1998 • Sterling Software Inc • Services-prepackaged software • Texas
AMENDMENT NO. 1 --------------- TO INTERNATIONAL DISTRIBUTOR AGREEMENT BETWEEN STERLING COMMERCE INTERNATIONAL, INC. AND STERLING SOFTWARE INTERNATIONAL, INC.International Distributor Agreement • February 12th, 1997 • Sterling Software Inc • Services-prepackaged software
Exhibit 10.5 STERLING SOFTWARE, INC. 1996 STOCK OPTION PLAN Stock Option Agreement ---------------------- This Stock Option Agreement (the "Agreement") is entered into by and between Sterling Software, Inc., a Delaware corporation (the "Company"), and...Stock Option Agreement • November 20th, 1997 • Sterling Software Inc • Services-prepackaged software • Texas
EXHIBIT 10(r) CONSULTATION AGREEMENT ---------------------- THIS AGREEMENT, made and entered into this 2nd day of July, 1994, by and between STERLING SOFTWARE, INC., a Delaware corporation, with its principal office and place of business at 8080 North...Consultation Agreement • November 17th, 1995 • Sterling Software Inc • Services-prepackaged software
q) "Preferred Shares" means shares of Series A Junior ---------------- Participating Preferred Stock, par value $0.10 per share, of the Company having the rights and preferences set forth in the form of the Amended Certificate of Designations of...Rights Agreement • April 3rd, 1998 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.14 [Form of Agreement for Executives with Severance Agreement] CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of _________ __, 199_, by and between Sterling Software, Inc., a...Change in Control Severance Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), by and between Sterling Software, Inc. ("Sterling Software") and Jeannette P. Meier ("Meier"), is entered into effective as of September 30, 1998. WHEREAS, Meier's...Employment Agreement • November 19th, 1998 • Sterling Software Inc • Services-prepackaged software • Delaware
INTRODUCTIONMerger Agreement • February 22nd, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
CEO AGREEMENTCeo Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
WITNESSETH:Change in Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
WITNESSETH:Change in Control Severance Agreement • January 28th, 2000 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 2.3 ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • May 11th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.19 SECOND AMENDMENT AND MODIFICATION AGREEMENT SECOND AMENDMENT AND MODIFICATION AGREEMENT dated as of November 20, 1996 (this "Amendment") by and among STERLING SOFTWARE, INC., a Delaware corporation (the "Company"); the direct and...Second Amendment and Modification Agreement • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software
STERLING SOFTWARE, INC. 300 Crescent Court Suite 1200 Dallas, Texas 75201 March 16, 1999 Interlink Computer Sciences, Inc. 47370 Fremont Boulevard Fremont, California 94538 Attn: A.J. Berkeley, President Re: Potential Acquisition Transaction...Potential Acquisition Transaction • March 30th, 1999 • Sterling Software Inc • Services-prepackaged software
Gentlemen: This letter is to confirm certain agreements we have reached regarding the potential acquisition (the "Potential Acquisition") by Sterling Software, Inc. ("Sterling Software") of Interlink Computer Sciences, Inc. ("Interlink"). As a material inducement to Sterling Software's continuation of negotiations with Interlink with respect to the terms and conditions of the Potential Acquisition, and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Exclusivity Period. Upon the execution of this letter ------------------ agreement and continuing until the earlier of (a) 6:00 p.m. California time on March 25, 1999 and (b) the execution of a definitive agreement governing the terms and conditions of the Potential Acquisition (such period, the "Exclusivity Period"), Interlink shall, shall cause its subsidiaries to, and shall use
Exhibit 10.15 ------------- CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of October 22, 1999, by and between Sterling Software, Inc., a Delaware corporation (the "Company"), and...Change in Control Severance Agreement • November 12th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.26 AGREEMENT CONCERNING REVENUE RULING This Agreement Concerning Revenue Ruling (this "Agreement") is made and entered into as of the 19th day of September 1996, by Sterling Commerce, Inc., a Delaware corporation ("Commerce"), for the...Agreement Concerning Revenue Ruling • November 26th, 1996 • Sterling Software Inc • Services-prepackaged software • Texas
