ARTICLE I DEFINITIONSVoting Agreement • March 6th, 2007 • Topps Co Inc • Commercial printing • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 6th, 2007 • Topps Co Inc • Commercial printing • New York
ARTICLE 1. THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effect of the Merger 2 Section 1.05 Certificate of Formation and Operating Agreement 2 Section 1.06 Manager and Officers 2 Section 1.07...Merger Agreement • July 24th, 2003 • Topps Co Inc • Commercial printing • Delaware
January 1, 2001 Major League Baseball Properties, Inc. 245 Park Avenue New York, NY 10167 Gentlemen: This letter amendment (the "2001 Amendment"), when executed below shall, with automatic effect on January 1, 2001 (the "Effective Date"), extend and...License Agreement • October 14th, 2003 • Topps Co Inc • Commercial printing • New York
SERVICE AGREEMENT THIS AGREEMENT is executed by and between The Topps Company, Incorporated with offices at One Whitehall Street, New York, NY 10004-2109 (hereinafter "Company"), and National Football League Players Incorporated ("Players Inc"), a...Service Agreement • October 15th, 2002 • Topps Co Inc • Commercial printing • New York
amongCredit Agreement • June 1st, 2001 • Topps Co Inc • Commercial printing • New York
amongCredit Agreement • July 11th, 2000 • Topps Co Inc • Commercial printing • New York
Execution Copy WizKids, LLC EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of this ___ day of July, 2003, between WizKids, LLC, a Delaware limited liability company (the "Company"), Jordan Weisman (the "Executive"), and, for the purposes of...Employment Agreement • July 24th, 2003 • Topps Co Inc • Commercial printing • Delaware
EXHIBIT 10.22 CREDIT AGREEMENT dated as of September 14, 2004Credit Agreement • October 7th, 2004 • Topps Co Inc • Commercial printing • New York
EXHIBIT 10.24 THIS AGREEMENT is made the 30th day of September 2003 BETWEEN (1) THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED a UK company registered under the Number 2719699 of 11 Connaught Place London W2 2ET ("FAPL") and (2) TOPPS EUROPE LIMITED,...Licensing Agreement • October 7th, 2004 • Topps Co Inc • Commercial printing • England
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of March, 1999, by and between THE TOPPS COMPANY, INC., a Delaware corporation (the "Company"), and ARTHUR T. SHORIN, a...Employment Agreement • May 27th, 1999 • Topps Co Inc • Commercial printing • Delaware
amongCredit Agreement • May 28th, 1998 • Topps Co Inc • Commercial printing • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Agreement") is made and entered into as of this 6th day of December, 1996 among THE TOPPS COMPANY, INC., a Delaware corporation ("Borrower"), NATIONSBANK, N.A., a...Credit Agreement • January 14th, 1997 • Topps Co Inc • Commercial printing
CONSULTING AGREEMENT CONSULTING AGREEMENT, entered into as of the 31st day of December, 1997, by and between THE TOPPS COMPANY, INC., a Delaware corporation with an address at One Whitehall Street, New York, NY 10004-2109 ("Topps") and SEYMOUR BERGER,...Consulting Agreement • May 28th, 1998 • Topps Co Inc • Commercial printing • New York
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE TOPPS COMPANY, INC. AND ARTHUR T. SHORIN ANDEmployment Agreement • January 6th, 2005 • Topps Co Inc • Commercial printing
1. Definitions. Any capitalized terms used herein without definition shall have the meaning set forth in the Credit Agreement. 1Credit Agreement • July 15th, 1997 • Topps Co Inc • Commercial printing
AMENDED AND RESTATED SUPPLEMENTAL PENSION AGREEMENT AMENDED AND RESTATED SUPPLEMENTAL PENSION AGREEMENT (the "Agreement"), effective as of the 1st day of June, 2001, by and between THE TOPPS COMPANY, INC., a Delaware corporation (the "Company"), and...Supplemental Pension Agreement • July 16th, 2002 • Topps Co Inc • Commercial printing • Delaware
FORM: NBAP U.S./Non-Apparel PR LICENSEE: THE TOPPS COMPANY, INC. RETAIL PRODUCT LICENSE AGREEMENT ADDRESS: One Whitehall Street New York, NY 10004 THIS RETAIL PRODUCT LICENSE AGREEMENT is entered into by NBA Properties, Inc. ("NBAP"), with its...Retail Product License Agreement • January 12th, 1999 • Topps Co Inc • Commercial printing • New York
THIRD AMENDMENT TO CREDIT AGREEMENT Dated as of February 25, 1999 THIRD AMENDMENT, dated as of February 25, 1999 (the "Third Amendment"), to Credit Agreement, dated as of May 11, 1998 (as heretofore amended and as may be from time to time supplemented...Credit Agreement • May 27th, 1999 • Topps Co Inc • Commercial printing
SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of November 6, 1998 SECOND AMENDMENT, dated as of November 6, 1998 (the "Second Amendment"), to Credit Agreement, dated as of May 11, 1998 (as heretofore amended and as may be from time to time...Credit Agreement • January 12th, 1999 • Topps Co Inc • Commercial printing
EXHIBIT 10.20 MEMORANDUM OF AGREEMENT 1. Form of Player Contracts. Attached as Exhibit A is Topps' present form of agreement with Baseball Personnel (Player Contract"). Topps agrees in the future, until January 31, 2006, to use only Exhibit A as the...Memorandum of Agreement • May 30th, 2003 • Topps Co Inc • Commercial printing • Hawaii
March 5, 2007 Arthur T. Shorin Chairman and Chief Executive Officer The Topps Company, Inc. One Whitehall Street New York, NY 10004 Re: Employment Agreement -------------------- Dear Arthur: This letter is to modify and amend your Amended and Restated...Employment Agreement • March 6th, 2007 • Topps Co Inc • Commercial printing
RECITALSManufacturing Agreement • May 28th, 1998 • Topps Co Inc • Commercial printing • Delaware
FIRST AMENDMENT dated as of April 11, 2001 (this "Amendment") by and among the parties to the Credit Agreement (defined below) and Finance (defined below), amending the CREDIT AGREEMENT ("Credit Agreement") dated as of June 26, 2000, among THE TOPPS...Credit Agreement • June 1st, 2001 • Topps Co Inc • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER by and among THE TOPPS COMPANY, INC., THE UPPER DECK COMPANY and UD COMPANY, INC.Merger Agreement • August 21st, 2007 • Topps Co Inc • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER, dated as of the Effective Date (this “Agreement”), by and among The Topps Company, Inc., a Delaware corporation (the “Company”), The Upper Deck Company, a Nevada corporation (“Parent”), and UD Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).1 The Company and Merger Sub are sometimes hereinafter collectively referred to as the “Constituent Corporations”. The “Effective Date” means the date last set forth on the signature pages hereto, and references herein to the “date hereof,” “date of this Agreement” or terms of similar import shall mean the Effective Date.
LICENSE AGREEMENTLicense Agreement • June 1st, 2007 • Topps Co Inc • Commercial printing • New York
This Agreement is by and between The Topps Company, Inc. with offices at One Whitehall Street, New York, NY 10004-2109 (hereinafter "Licensee"), and NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, a corporation with offices at 2021 L Street, N.W., Suite 600, Washington, D.C., 20036 (hereinafter "NFLPA" or "Licensor"). This Agreement shall be effective as of March 1, 2007.
SERVICE AGREEMENTService Agreement • May 10th, 2006 • Topps Co Inc • Commercial printing • New York
THIS AGREEMENT is executed by and between The Topps Company, Inc. with offices at One Whitehall Street, New York, NY 10004-2109 (hereinafter “Company”), and National Football League Players Incorporated (“Players Inc”), a for-profit corporation organized under the laws of the Commonwealth of Virginia, having its principal place of business at 2021 L Street, N.W., Suite 500, Washington, D.C., 20036. This Agreement shall be effective as of March 1, 2004.
The Board of Directors of The Topps Company, Inc. One Whitehall Street New York, New York 10004 To the Board of Directors of The Topps Company:Merger Agreement • August 15th, 2007 • Topps Co Inc • Commercial printing
Reference is herein made to that certain agreement and plan of merger, dated March 5, 2007, by and among The Topps Company, Inc., Tornante-MDP Joe Holding LLC and Tornante-MDP Joe Acquisition Corp. (the “Merger Agreement”). All capitalized but undefined terms used herein have the meanings assigned to them in the Merger Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 26, 2007, The Topps Company, Inc. (the "Company") entered into an Employment...Employment Agreement • January 31st, 2007 • Topps Co Inc • Commercial printing
On January 26, 2007, The Topps Company, Inc. (the "Company") entered into an Employment Agreement with Scott A. Silverstein, its President and Chief Operating Officer. The Agreement is effective as of January 1, 2007, and has an initial term of three years. The Agreement provides for an annual base salary of $420,000 and an annual bonus, based on certain performance criteria established by the Company's Compensation Committee, with a target of not less than 45% of base salary. Any bonus earned will be payable 80% in cash and 20% in the form of restricted stock.
EXHIBIT 10.28 May __, 1997 Mr. Arthur T. Shorin 400 East 56th Street New York, New York 10022 Dear Mr. Shorin: The Topps Company, Inc. (the "Company") hereby agrees with you to the following amendment (the "Amendment") to your Employment Agreement...Employment Agreement • May 23rd, 1997 • Topps Co Inc • Commercial printing
This will confirm your consent (i) to the limited waiver of the 10% increase in the annual base salary to be paid to you pursuant to section 5(a) of the Agreement for your services rendered during the Company's fiscal year ending February 28, 1998 only, and (ii) to a target annual bonus opportunity of 20% of annual base salary for the Company's fiscal year ending February 28, 1998 only.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • October 5th, 2006 • Topps Co Inc • Commercial printing • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2007 • Topps Co Inc • Commercial printing • New York
WHEREAS, the Company desires to continue to employ Executive and to enter into an agreement embodying the terms of such continued employment (this "Agreement") and Executive desires to enter into this Agreement and to continue such employment, subject to the terms and provisions of this Agreement.
AGREEMENTTermination, Release and Consulting Agreement • June 23rd, 2006 • Topps Co Inc • Commercial printing • New York
SERVICE AGREEMENTService Agreement • June 1st, 2007 • Topps Co Inc • Commercial printing • New York
THIS AGREEMENT is executed by and between The Topps Company, Inc. with offices at One Whitehall Street, New York, NY 10004-2109 (hereinafter "Company"), and National Football League Players Incorporated ("Players Inc"), a for-profit corporation organized under the laws of the Commonwealth of Virginia, having its principal place of business at 2021 L Street, N.W., Suite 500, Washington, D.C., 20036. This Agreement shall be effective as of March 1, 2007.
WAIVERWaiver • May 24th, 2007 • Topps Co Inc • Commercial printing • New York
This Waiver (the “Waiver”), dated as of May 23, 2007, waives certain provisions of the Agreement and Plan of Merger (the “Agreement”), dated as of March 5, 2007, by and among The Topps Company, Inc., a Delaware corporation (the “Company”), Tornante-MDP Joe Holding LLC, a Delaware limited liability company (“Parent”) and Tornante-MDP Joe Acquisition Corp., a Delaware corporation. Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Agreement.
