1 Exhibit 1 THE REYNOLDS AND REYNOLDS COMPANY MEDIUM-TERM NOTES DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • February 18th, 1998 • Reynolds & Reynolds Co • Manifold business forms • New York
EXHIBIT (10)(g) CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into this _____ day of September 2001, by and between The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and Eustace W. Mita, an...Consulting Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.01 AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement"), dated as of August 28, 2006, by and among Universal Computer Systems Holding, Inc., a Delaware corporation ("Parent"), Racecar Acquisition...Voting Agreement • August 29th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
WITNESSETH:Employment Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Draft of November 20, 1996 THE REYNOLDS AND REYNOLDS COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 21st, 1996 • Reynolds & Reynolds Co • Manifold business forms • New York
RIGHTS AGREEMENTRights Agreement • April 18th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
ASSET PURCHASE AGREEMENT AND AMENDMENT NO. 1Asset Purchase Agreement • November 9th, 1998 • Reynolds & Reynolds Co • Manifold business forms • Ohio
Exhibit (10) (j) INDEMNIFICATION AGREEMENT THIS AGREEMENT, effective as of ________________, is by and between The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and ________________________ (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • December 13th, 2002 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.3Separation Agreement • August 9th, 2005 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.07Change in Control Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
1 Exhibit 10 PURCHASE AGREEMENT by and between THE REYNOLDS AND REYNOLDS COMPANYPurchase Agreement • August 14th, 2000 • Reynolds & Reynolds Co • Manifold business forms • New York
AGREEMENT ---------Acquisition Agreement • December 11th, 1997 • Reynolds & Reynolds Co • Manifold business forms • Washington
EXHIBIT 10.05Employment Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Exhibit 10(a) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1st day of May, 1999, as amended and restated as of December 1, 2001, and as further amended and restated as of September 2, 2003 by and...Employment Agreement • December 12th, 2003 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
betweenRights Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
THE REYNOLDS AND REYNOLDS COMPANY MEDIUM-TERM NOTE (Fixed Rate)Note Agreement • February 18th, 1998 • Reynolds & Reynolds Co • Manifold business forms
1 Exhibit 10E EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of February, 1997, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State...Employment Agreement • December 22nd, 1997 • Reynolds & Reynolds Co • Manifold business forms • Ohio
WITNESSETH:Employment Agreement • December 26th, 2001 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.5Employment Agreement • August 25th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of October, 1995, by and between THE REYNOLDS AND REYNOLDS COMPANY, a...Employment Agreement • December 22nd, 1995 • Reynolds & Reynolds Co • Manifold business forms • Ohio
EXHIBIT 10.4Consultant Agreement • August 9th, 2005 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT 10.04 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE REYNOLDS AND REYNOLDS COMPANY ("COMPANY") AND FINBARR J. O'NEILL ("EXECUTIVE")Employment Agreement • August 25th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of September, 1995, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State of Ohio...Employment Agreement • December 22nd, 1995 • Reynolds & Reynolds Co • Manifold business forms • Ohio
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Minnesota
1 Exhibit (10)(zz) EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State...Employment Agreement • May 13th, 1999 • Reynolds & Reynolds Co • Manifold business forms • Ohio
TOIndenture • November 21st, 1996 • Reynolds & Reynolds Co • Manifold business forms • New York
1 Exhibit 10B AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of February, 1997, by and between THE REYNOLDS AND...Employment Agreement • December 22nd, 1997 • Reynolds & Reynolds Co • Manifold business forms • Ohio
EXHIBIT 10.3Credit Agreement • August 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • New York
EXHIBIT 10.1 AGREEMENT WITH LLOYD G. WATERHOUSE, FORMER CHIEF EXECUTIVE OFFICER, CHAIRMAN AND PRESIDENTEmployment Agreement • August 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design
MATERIAL TERMS TYPE OF PROGRAM - Change in Control agreement for executives. Agreement has initial term through 1/31/08, subject to annual renewals.Change in Control Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
WITNESSETH:Change in Control Agreement • February 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
Exhibit 10(ll) NON-QUALIFIED DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT is entered into this ____ day of _________, 2003 by and between THE REYNOLDS AND REYNOLDS COMPANY, an Ohio corporation ("REYNOLDS"), and __________________ ("ASSOCIATE")....Non-Qualified Deferred Compensation Agreement • December 12th, 2003 • Reynolds & Reynolds Co • Services-computer integrated systems design
1 Exhibit (10)(a) SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ------------------------------------------------ SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 17th day of August, 1998, by and between...Employment Agreement • December 28th, 1998 • Reynolds & Reynolds Co • Manifold business forms • Ohio
WITNESSETH:Change in Control Agreement • February 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.2Loan Funding Agreement • August 13th, 2004 • Reynolds & Reynolds Co • Services-computer integrated systems design • Illinois
