1 EXHIBIT 10.10 LEASE AGREEMENT LANDLORD: COVEY CORPORATE CAMPUS ONE, L.L.C. TENANT: COVEY LEADERSHIP CENTER, INC. 2 TABLE OF CONTENTSLease Agreement • December 1st, 1997 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
RecitalsLoan Agreement • July 15th, 1997 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work
SUBSCRIPTION AGREEMENT OFFER TO SUBSCRIBE FOR AND PURCHASE SERIES A PREFERRED SHARES OF FRANKLIN COVEY CO. PURSUANT TO THE PROSPECTUS DATED , 1999Subscription Agreement • October 22nd, 1999 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FRANKLIN COVEY COACHING, L. L. C.Limited Liability Company Agreement • November 27th, 2002 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made as of August 31, 2002 (the “Effective Date”) by and among those parties who, from time to time, execute this Agreement as members and are listed on attached Exhibit A. Such signatories to this Agreement are collectively called the “Members,” and each is sometimes individually called a “Member.”
EXHIBIT 1 AGREEMENT dated as of February 6, 2003, by and among Donald A. Yacktman ("Yacktman"), The Yacktman Funds, Inc., a Maryland corporation (the Yacktman Funds") and Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset...Agreement • February 12th, 2003 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work
AGREEMENT dated as of February 6, 2003, by and among Donald A. Yacktman ("Yacktman"), The Yacktman Funds, Inc., a Maryland corporation (the Yacktman Funds") and Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset Management").
Article I DEFINITIONS 1Credit Agreement • August 8th, 2019 • Franklin Covey Co • Services-management services • Utah
CREDIT AGREEMENT dated as of August 7, 2019 (as it may be amended or modified from time to time, this “Agreement”), among FRANKLIN COVEY CO., a Utah corporation, as Borrower, the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., as Lender.
CONSENT AND AGREEMENT OF GUARANTORConsent and Agreement of Guarantor • August 20th, 2018 • Franklin Covey Co • Services-management services • Utah
With respect to that certain Ninth Modification Agreement of even date herewith (the "Modification"), by and between FRANKLIN COVEY CO., a Utah corporation ("Borrower"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender"), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, "Guarantor"), agree for the benefit of Lender as of August 17, 2018 as follows:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 8th, 2019 • Franklin Covey Co • Services-management services • Utah
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of August 7, 2019, by and among Franklin Covey Co., a Utah corporation (“Borrower”), Franklin Development Corporation, a Utah corporation (“Development”), Franklin Covey Travel, Inc., a Utah corporation (“Travel”), Franklin Covey Client Sales, Inc., a Utah corporation (“Client Sales”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Borrower, Development, Travel and Client Sales, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A. (the “Lender”), on behalf of the Lender and the other Secured Parties.
SECURITY AGREEMENTSecurity Agreement • March 30th, 2023 • Franklin Covey Co • Services-management services • New York
This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of March 27, 2023, by:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2005 between Franklin Covey Co., a Utah corporation (the “Company”), and Knowledge Capital Investment Group, a Texas general partnership (the “Purchaser”).
Sublease Agreement Between FRANKLIN DEVELOPMENT CORPORATION as Sublandlord and FRANKLIN COVEY PRODUCTS, LLC as TenantSublease Agreement • July 11th, 2008 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS SUBLEASE AGREEMENT (the “Lease” or “Agreement”) is entered into as of the 7th day of July, 2008, to be effective as of July 5, 2008, 11:59 P.M., Mountain Standard Time, by and between FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation (“Sublandlord”), and FRANKLIN COVEY PRODUCTS, a Utah limited liability company (“Tenant”).
AMENDMENT NO. 4 TO FACILITY AGREEMENTFacility Agreement • July 10th, 2001 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
This Amendment (the “Amendment”) is entered into as of May 3, 2001 by and among FRANKLIN COVEY CO., a Utah corporation (the “Company”), BANK ONE, NA, a national banking association with its principal office in Chicago, Illinois, individually (“Bank One”) and as agent (the “Agent”).
REVOLVING LINE OF CREDIT AGREEMENT by and between ZIONS FIRST NATIONAL BANK, a national banking association, as Lender, and FRANKLIN COVEY CO., a Utah corporation, as Borrower Dated as of March 14, 2007Credit Agreement • March 19th, 2007 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS REVOLVING LINE OF CREDIT AGREEMENT is made as of March 14, 2007, by and between FRANKLIN COVEY CO., a Utah corporation (“Borrower”), whose address is 2200 West Parkway Blvd., Salt Lake City, Utah 84119, and ZIONS FIRST NATIONAL BANK, a national banking association (“Lender”), whose mailing address is 10 East South Temple, Suite 200, Salt Lake City, Utah 84133.
REPAYMENT GUARANTYRepayment Guaranty • March 19th, 2007 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS REPAYMENT GUARANTY (as amended, modified, extended, and renewed from time to time, the “Guaranty”), dated as of March 14, 2007, is made by FRANKLIN COVEY PRINTING, INC., a Utah corporation, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, FRANKLIN COVEY CATALOG SALES, INC., a Utah corporation, FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation, FRANKLIN COVEY PRODUCT SALES, a Utah corporation, FRANKLIN COVEY SERVICES, L.L.C., a Utah limited liability company, and FRANKLIN COVEY MARKETING, LTD., a Utah limited partnership (individually and collectively, as the context requires, and jointly and severally, “Guarantor”), in favor of ZIONS FIRST NATIONAL BANK, a national banking association (“Lender”), in conjunction with the Loan made to FRANKLIN COVEY CO., a Utah corporation (“Borrower”), by Lender pursuant to the Loan Agreement.
MASTER SHARED SERVICES AGREEMENT BETWEEN THE FCP COMPANIES IDENTIFIED HEREIN AND THE SHARED SERVICES COMPANIES IDENTIFIED HEREIN MADE EFFECTIVE AS OF JULY 5, 2008, 11:59 P.M., MOUNTAIN DAYLIGHT TIMEMaster Shared Services Agreement • July 11th, 2008 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
This MASTER SHARED SERVICES AGREEMENT (this “Agreement”), dated as of July 7, 2008, and effective as of July 5, 2008, at 11:59 P.M. Mountain Daylight Time, is made by and among Franklin Covey Products, LLC, a Utah limited liability company (“FCP”), Franklin Covey Products Canada ULC, a Canadian corporation (“FCP Canada”), Franklin Covey Products Europe Limited, a company registered in the United Kingdom (“FCP Europe”), and FC Products de Mexico S. de R.L. de C.V. (“FCP Mexico” and, together with FCP, FCP Canada and FCP Europe, the “FCP Companies”), and Franklin Covey Co., a Utah corporation (the “Company”), Franklin Covey Client Sales, Inc., a Utah corporation (“Client Sales”), Franklin Covey Product Sales, Inc., a Utah corporation (“Product Sales”), Franklin Development Corp., a Utah corporation (“Development”), Franklin Covey de Mexico S. de R.L. de C.V. (“FC Mexico”), Franklin Covey Canada, Ltd. (“Canada”), and Franklin Covey Europe, Ltd. (“Europe” and together with the Company, Cli
AMENDED AND RESTATED OPERATING AGREEMENT OF FRANKLIN COVEY PRODUCTS, LLCOperating Agreement • July 11th, 2008 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), is dated as of July 7, 2008 but effective as of July 5, 2008 at 11:59 pm Mountain Daylight Time (the “Effective Date”), by and among FRANKLIN COVEY PRODUCTS, LLC, a Utah limited liability company (“Franklin Covey Products”), PETERSON PARTNERS V, L.P., a Delaware limited partnership (“Peterson”), FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (“FC”), SARAH MERZ, an individual, GORDON WILSON, an individual, RICK WOODEN, an individual, JEFF ANDERSON, an individual, BOB SUMBOT, an individual, KENT FROGLEY, an individual, MIKE CONNELLY, an individual, BRYAN WILDE, an individual and ERIC BRIGHT, an individual, as members of the Company (the “Members”) and JORDAN CLEMENTS, an individual, JAMES B. NELSON, an individual, ROBERT A. WHITMAN, an individual, and SARAH MERZ, an individual, as managers of the Company (the “Managers”).
FIRST MODIFICATION AGREEMENTFirst Modification Agreement • July 10th, 2020 • Franklin Covey Co • Services-management services • Utah
This FIRST MODIFICATION AGREEMENT (the “Agreement”) is made effective as of July 8, 2020, by and among FRANKLIN COVEY CO., a Utah corporation (“Borrower”), each undersigned Guarantor (together with Borrower, each a “Loan Party” and collectively, the “Loan Parties”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”).
ContractFranklin Covey Co • March 10th, 2005 • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • April 2nd, 2015 • Franklin Covey Co • Services-management services • Utah
This FOURTH MODIFICATION AGREEMENT (the “Agreement”) is made effective as of March 31, 2015, by and among FRANKLIN COVEY CO., a Utah corporation (“Borrower”), whose address is 2200 West Parkway Blvd., Salt Lake City, Utah 84119, each undersigned Guarantor, and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”), whose address is 201 South Main Street, Suite 300, Salt Lake City, Utah 84111.
SEVENTH MODIFICATION AGREEMENTSeventh Modification Agreement • June 1st, 2017 • Franklin Covey Co • Services-management services • Utah
This SEVENTH MODIFICATION AGREEMENT (the "Agreement") is made effective as of May 31, 2017, by and among FRANKLIN COVEY CO., a Utah corporation ("Borrower"), each undersigned Guarantor (together with Borrower, each a "Loan Party" and collectively, the "Loan Parties"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender").
ContractPurchase and Sale Agreement and Escrow Instructions • June 27th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 14th, 2013 • Franklin Covey Co • Services-management services • Utah
THIS ASSET PURCHASE AGREEMENT (together with all Exhibits, Schedules and other documents and instruments incorporated herein by reference, the “Agreement”) is made and entered into as of March 11, 2013, by and among NinetyFive 5 LLC, a Delaware limited liability company (“Seller”), Randal Illig, an individual residing in Florida (“Illig”), Mahan Khalsa, an individual residing in Colorado (“Khalsa”), Craig Christensen, an individual residing in Utah (“Christensen”), and Franklin Covey Client Sales, Inc., a Utah corporation (“Buyer”) and Franklin Covey Co., a Utah corporation (solely for purposes set forth on the signature pages hereto). Illig, Khalsa and Christensen are each referred to herein as an “Owner” and collectively as, the “Owners.”
REDEMPTION EXTENSION VOTING AGREEMENTRedemption Extension Voting Agreement • October 24th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS REDEMPTION EXTENSION VOTING AGREEMENT (this “Agreement”), dated as of October __, 2005, is entered into by and between Franklin Covey Co., a Utah corporation (the “Company”), and Knowledge Capital Investment Group, a Texas general partnership (“Shareholder”). Capitalized terms used herein but not defined shall have the meaning assigned to them in the Amended and Restated Shareholders Agreement between the Company and Shareholder, dated March 8, 2005, and the Amended and Restated Articles of Incorporation of the Company, dated March 4, 2005 (the “Amended Articles of Incorporation”).
SUB-SUBLEASESub-Sublease • July 11th, 2008 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work
THIS SUB-SUBLEASE is made and entered into July 7, 2008, to be effective as of July 5, 2008, 11:59 P.M., Mountain Daylight Time, between FRANKLIN COVEY CO., a Utah corporation (“FCC”), and FRANKLIN COVEY PRODUCTS, LLC, a Utah limited liability company (“FC Products”).
CREDIT AGREEMENT DATED AS OF JULY 10, 2001 AMONG FRANKLIN COVEY CO., THE LENDERS, BANK ONE, NA AS AGENT AND LC ISSUER ZIONS FIRST NATIONAL BANK AS SWING LINE LENDER BANC ONE CAPITAL MARKETS, INC. AS LEAD ARRANGER AND SOLE BOOK RUNNER CREDIT AGREEMENTAssignment Agreement • November 29th, 2001 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This Agreement, dated as of July 10, 2001, is among FRANKLIN COVEY CO., a Utah corporation, the Lenders, BANK ONE, NA, a national banking association having its principal office in Chicago, Illinois ("Bank One"), acting in the capacity as Agent for the Lenders, BANK ONE, acting in the capacity as LC Issuer, and ZIONS FIRST NATIONAL BANK ("Zions"), acting in the capacity as Swing Line Lender. The parties hereto agree as follows:
OPTION AGREEMENT for the FRANKLIN COVEY CO.Option Agreement • March 25th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the ____ day of _____________, 2005, by and between Franklin Covey Co., a Utah corporation (the "Company"), and _______________ ("Optionee"). Capitalized terms used herein without definition shall have the meanings set forth in the Franklin Covey Co. 2004 Non-employee Directors’ Stock Incentive Plan, as amended from time to time (the "Plan").
December 8, 2004 Robert A. Whitman 2200 West Parkway Blvd. Salt Lake City, Utah 84119 Re: Cancellation of Employment Agreement Dear Bob:Franklin Covey Co • December 14th, 2004 • Blankbooks, looseleaf binders & bookbindg & relatd work
This letter memorializes the agreement between you and the Board of Directors of Franklin Covey, Co. (the “Company”) regarding your cancellation of your employment agreement with the Company dated September 1, 2000. During the course of discussions with the Organization and Compensation Committee of the Board of Directors regarding proposed amendments to the Employment Agreement entered into by you and the Company on September 1, 2000 (the “Employment Agreement”), you volunteered to simply terminate the Agreement, which would otherwise continue through August 31, 2007, and continue your service as Chairman of the Board, President and Chief Executive Officer of the Company at the pleasure of the Board.
AMENDED AND RESTATED OPTION AGREEMENT for the FRANKLIN COVEY CO. 1992 STOCK INCENTIVE PLAN (Nonqualified Options)Amended and Restated Option Agreement • December 14th, 2004 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS AMENDED AND RESTATED OPTION AGREEMENT (the “Agreement”), made and entered into effective as of the eighth day of December, 2004, by and between Franklin Covey Co., a Utah corporation (the “Company”), and Robert A. Whitman (“Optionee”), amends and restates the terms of the Option Agreement entered into by the parties dated September 1, 2000. Capitalized terms used herein without definition shall have the meanings set forth in the Franklin Covey Co. 1992 Stock Incentive Plan, as amended from time to time (the “Plan”).
SIXTH MODIFICATION AGREEMENTSixth Modification Agreement • March 3rd, 2017 • Franklin Covey Co • Services-management services • Utah
This SIXTH MODIFICATION AGREEMENT (the “Agreement”) is made effective as of February 28, 2017, by and among FRANKLIN COVEY CO., a Utah corporation (“Borrower”), each undersigned Guarantor (together with Borrower, each a “Loan Party” and collectively, the “Loan Parties”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 5th, 2020 • Franklin Covey Co • Services-management services • Utah
This Independent Contractor Agreement (“Agreement”) is entered into by and between FRANKLIN COVEY CO. (“Franklin Covey”), with a principal place of business at 2200 W. Parkway Blvd., SLC, UT 84119, and SCOTT MILLER (“Contractor”), with a principal place of business at 235 A Street, Salt Lake City, 84103. Franklin Covey hereby engages Contractor, and Contractor agrees to be engaged as an independent contractor to perform the services described herein and on the attached Exhibit “A” (the “Services”) subject to the following terms and conditions:
AGREEMENT FOR THE ISSUANCE OF RESTRICTED SHARES UNDER THE FRANKLIN COVEY CO.Franklin Covey Co • March 25th, 2005 • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
THIS AGREEMENT FOR THE ISSUANCE OF RESTRICTED SHARES (the “Agreement”) is made and entered into effective _______________, 2005 (the “Grant Date”), by and between FRANKLIN COVEY CO., a Utah corporation (the “Company”), and ______________(the “Awardee”). Capitalized terms used herein without definition shall have the meanings set forth in the Franklin Covey Co. 2004 Non-Employee Directors’ Stock Incentive Plan, as amended from time to time (the “Plan”).
MASTER LEASE AGREEMENT JUNE 12, 2005 LANDLORD: FRANKLIN SALTLAKE LLC a Utah LIMITED LIABILITY COMPANY TENANT: FRANKLIN DEVELOPMENT CORPORATION, a UTAH CORPORATION LEASE AGREEMENTLease Agreement • June 27th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah
This LEASE AGREEMENT (this “Lease”), dated for reference purposes only as of June __, 2005, is made by and between FRANKLIN SALTLAKE LLC, LLC, a Utah limited liability company (“Landlord”), and FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation (“Tenant”), with reference to the recitals set forth below.
AMENDMENT #2Franklin Covey Co • July 10th, 2001 • Blankbooks, looseleaf binders & bookbindg & relatd work
This Amendment #2 (“Amendment #2”) dated as of June 30, 2001 (the “Amendment #2 Effective Date”), is to that certain agreement for Information Technology Services dated April 1, 2001 (the “Agreement”), as amended by that certain Amendment and Re-Incorporation Agreement effective as of May 14, 2001 (collectively, the “Amended Agreement”) between Electronic Data Systems Corporation, EDS Information Services, L.L.C., and Franklin Covey Company. Defined terms utilized herein, to the extent not defined herein, shall have the meaning ascribed to such terms in the Amended Agreement.
EIGHTH MODIFICATION AGREEMENTEighth Modification Agreement • August 29th, 2017 • Franklin Covey Co • Services-management services • Utah
This EIGHTH MODIFICATION AGREEMENT (the "Agreement") is made effective as of August 29, 2017, by and among FRANKLIN COVEY CO., a Utah corporation ("Borrower"), each undersigned Guarantor (together with Borrower, each a "Loan Party" and collectively, the "Loan Parties"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender").
SECOND MODIFICATION AGREEMENTSecond Modification Agreement • June 19th, 2012 • Franklin Covey Co • Services-management services • Utah
This SECOND MODIFICATION AGREEMENT (the “Agreement”) is made effective as of June 15, 2012, by and among FRANKLIN COVEY CO., a Utah corporation (“Borrower”), whose address is 2200 West Parkway Blvd., Salt Lake City, Utah 84119, each undersigned Guarantor, and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”), whose address is 201 South Main Street, Suite 300, Salt Lake City, Utah 84111.
