RECITALSCredit Agreement • March 31st, 2003 • Elite Information Group Inc • Services-computer integrated systems design • California
BY AND AMONGMerger Agreement • December 21st, 1999 • Elite Information Group Inc • Services-computer integrated systems design • Delaware
EXHIBIT 14 STOCK OPTION AGREEMENT The undersigned, BROADWAY & SEYMOUR, INC., a Delaware corporation (the "Company"), in consideration of the services rendered and to be rendered to it by DAVID A. FINLEY (the "Optionee"), hereby grants to the Optionee...Stock Option Agreement • April 11th, 2003 • Elite Information Group Inc • Services-computer integrated systems design
Exhibit 99.2 THIRD AMENDMENT TO RIGHTS AGREEMENT THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of April 2, 2003, is between Elite Information Group, Inc. (formerly Broadway & Seymour, Inc.), a Delaware corporation (the...Rights Agreement • April 3rd, 2003 • Elite Information Group Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.24 SECURITY AGREEMENT (Elite Information Systems International, Inc.) THIS AGREEMENT made as of July 23, 1997, by and between ELITE INFORMATION SYSTEMS INTERNATIONAL, INC., a California corporation having its principal place of business at...Security Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • Massachusetts
JULY 23, 1997 INDEX TO LOAN AGREEMENTLoan Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • Massachusetts
WITNESSETHEmployment Agreement • August 13th, 1999 • Elite Information Group Inc • Services-computer integrated systems design • California
EXHIBIT 10.28 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ALAN C. STANFORD THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 15th day of January, 1999, by and among BROADWAY & SEYMOUR, INC. ("Employer"), and ALAN C....Employment Agreement • May 17th, 1999 • Broadway & Seymour Inc • Services-computer integrated systems design • North Carolina
AMENDED AND RESTATED CREDIT AGREEMENT ELITE INFORMATION SYSTEMS, INC., ELITE INFORMATION GROUP, INC.Credit Agreement • August 14th, 2002 • Elite Information Group Inc • Services-computer integrated systems design • California
RIGHTS AGREEMENTRights Agreement • April 16th, 1999 • Broadway & Seymour Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is dated as of this 10th day of April, 2003 by and between Elite Information Group, Inc., a Delaware corporation, and the successor thereto (the "Company"), and CHRISTOPHER K. POOLE, an individual...Employment Agreement • April 11th, 2003 • Elite Information Group Inc • Services-computer integrated systems design • California
1 EXHIBIT 10.1 CREDIT AGREEMENT ELITE INFORMATION SYSTEMS, INC., ELITE INFORMATION GROUP, INC.Credit Agreement • August 14th, 2000 • Elite Information Group Inc • Services-computer integrated systems design • California
EXHIBIT 10.35 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • New York
December 6, 1999Confidentiality Agreement • December 21st, 1999 • Elite Information Group Inc • Services-computer integrated systems design
BETWEENStock Purchase Agreement • July 21st, 2000 • Elite Information Group Inc • Services-computer integrated systems design • Pennsylvania
1 EXHIBIT 10.31 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 10th, 1999 • Broadway & Seymour Inc • Services-computer integrated systems design • North Carolina
EXHIBIT 10.33 THIRD AMENDMENT TO LOAN AGREEMENT This Third Amendment to Loan Agreement is made by and among BROADWAY & SEYMOUR, INC., a Delaware corporation ("Broadway") with a principal place of business at 128 South Tryon Street, Charlotte, North...Loan Agreement • May 15th, 1998 • Broadway & Seymour Inc • Services-computer integrated systems design
1 EXHIBIT 99.2 STOCKHOLDERS AGREEMENT This Stockholders Agreement, dated as of December 14, 1999, is by and among Solution 6 Holdings, Limited, a New South Wales, Australia corporation ("Parent"), EIG Acquisition Corp., a Delaware corporation and an...Stockholders Agreement • December 21st, 1999 • Elite Information Group Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT KEITH B. HALL THIS EMPLOYMENT AGREEMENT is made and entered into as of the 29th day of May 1997, by and among BROADWAY & SEYMOUR, INC. ("Employer"), and KEITH B. HALL, an individual having an address at 45 Joshua Drive, West...Employment Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • North Carolina
EXHIBIT 10.22 SECURITY AGREEMENT (Broadway & Seymour, Inc.) THIS AGREEMENT made as of July 23, 1997, by and between BROADWAY & SEYMOUR, INC., a Delaware corporation having its principal place of business at 128 North Tryon Street, Charlotte, North...Security Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.23 SECURITY AGREEMENT (Elite Information Systems, Inc.) THIS AGREEMENT made as of July 23, 1997, by and between ELITE INFORMATION SYSTEMS, INC., a California corporation having its principal place of business at 3415 South Sepulveda...Security Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • Massachusetts
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 2, 2003, by and among The Thomson Corporation, a corporation organized under the laws of Ontario, Canada ("Parent"), Gulf Acquisition Corp., a Delaware corporation and an indirect...Merger Agreement • April 11th, 2003 • Elite Information Group Inc • Services-computer integrated systems design • Delaware
JOINT FILING AGREEMENT The undersigned hereby agree that a Statement on Schedule 13D ("Schedule 13D"), with respect to the shares of common stock, par value $0.01 per share, of Elite Information Group, Inc. and any amendments thereto be executed and...Joint Filing Agreement • April 11th, 2003 • Elite Information Group Inc • Services-computer integrated systems design
The undersigned hereby agree that a Statement on Schedule 13D ("Schedule 13D"), with respect to the shares of common stock, par value $0.01 per share, of Elite Information Group, Inc. and any amendments thereto be executed and filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and any such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT 10.25 FOURTH AMENDMENT TO LOAN AGREEMENT This Fourth Amendment to Loan Agreement is made by and among BROADWAY & SEYMOUR, INC., a Delaware corporation ("Broadway") with a principal place of business at 128 South Tryon Street, Charlotte, North...Loan Agreement • August 12th, 1998 • Broadway & Seymour Inc • Services-computer integrated systems design
EXECUTION COPY STOCKHOLDERS SUPPORT AGREEMENT STOCKHOLDERS SUPPORT AGREEMENT, dated as of April 2, 2003 (this "Agreement"), among THE THOMSON CORPORATION, a corporation organized under the laws of Ontario, Canada ("Parent"), GULF ACQUISITION CORP., a...Stockholders Support Agreement • April 11th, 2003 • Elite Information Group Inc • Services-computer integrated systems design
EXHIBIT 10.26 FIFTH AMENDMENT TO LOAN AGREEMENT AND WAIVER This Fifth Amendment to Loan Agreement is made by and among BROADWAY & SEYMOUR, INC., a Delaware corporation ("Broadway") with a principal place of business at 128 South Tryon Street,...Loan Agreement • March 10th, 1999 • Broadway & Seymour Inc • Services-computer integrated systems design
EXHIBIT 10.27 CONDITIONAL TRADEMARK ASSIGNMENT (Broadway & Seymour, Inc.) THIS CONDITIONAL TRADEMARK ASSIGNMENT made as of July 23, 1997 by and between BROADWAY & SEYMOUR, INC., a Delaware corporation with a principal place of business at 128 South...Conditional Trademark Assignment • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design
EXHIBIT 10.33 STOCK PLEDGE AGREEMENT (Elite Information Systems, Inc.) THIS STOCK PLEDGE AGREEMENT is BETWEEN: (1) ELITE INFORMATION SYSTEMS, INC., a California corporation having a principal place of business 3415 South Sepulveda Boulevard, Suite...Stock Pledge Agreement • August 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design • Massachusetts
WITNESSETH THAT:Loan Agreement • March 30th, 1998 • Broadway & Seymour Inc • Services-computer integrated systems design
ALAN C. STANFORDEmployment Agreement • May 15th, 1998 • Broadway & Seymour Inc • Services-computer integrated systems design
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 4th, 1996 • Broadway & Seymour Inc • Services-computer integrated systems design • Pennsylvania
JOINT FILING AGREEMENTJoint Filing Agreement • April 14th, 2003 • Elite Information Group Inc • Services-computer integrated systems design
The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the stock of Elite Information Group, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
WITNESSETH:Retirement and Post-Employment Agreement • March 30th, 2000 • Elite Information Group Inc • Services-computer integrated systems design • North Carolina
EXHIBIT 10.36 AMENDMENT TO ASSET PURCHASE AGREEMENT THIS AMENDMENT (this "Amendment"), dated as of September 17, 1997, by and between Unisys Corporation, a Delaware corporation ("Buyer"), and Broadway & Seymour, Inc., a Delaware corporation ("BSI"),...Asset Purchase Agreement • November 14th, 1997 • Broadway & Seymour Inc • Services-computer integrated systems design
Exhibit 10.22 [ELITE LETTERHEAD] April 19, 2001 Mr. Daniel E. Tacone 119 Setters Drive Naperville, IL 60565 Dear Dan: The purpose of this letter is to confirm our agreement regarding your severance in the event of termination. If you are terminated...Severance Agreement • March 29th, 2002 • Elite Information Group Inc • Services-computer integrated systems design
If you are terminated without "cause" at any time during your employment with Elite Information Systems, Inc. (the "Company"), upon such termination, the Company shall pay you a lump sum amount equal to your then current base salary for twelve (12) months. The Company will also pay you a pro rata amount of your target incentive amount that would otherwise have been received by you with respect to the year in which such termination occurs. This payment will be made at such time as the target incentive would have otherwise been due. All payments are subject to the required state and federal tax withholdings and any other applicable deductions.
