EXHIBIT 1 FORM OFUnderwriting Agreement • April 30th, 1999 • Gateway 2000 Inc • Electronic computers • New York
ARTICLE I OPTIONStockholders Agreement • June 24th, 1997 • Gateway 2000 Inc • Electronic computers • Delaware
Exhibit 1 --------- RIGHTS AGREEMENT ---------------- RIGHTS AGREEMENT, dated as of January 19, 2000 (the "Agreement"), between Gateway, Inc. a Delaware corporation (the "Company"), and UMB Bank, N.A., as Rights Agent, (the "Rights Agent"). W I T N E...Rights Agreement • February 4th, 2000 • Gateway 2000 Inc • Electronic computers • Missouri
BY AND AMONGMerger Agreement • August 8th, 1997 • Gateway 2000 Inc • Electronic computers • Delaware
1997 AMENDED AND RESTATED CREDIT AGREEMENT This 1997 Amended and Restated Credit Agreement (the "Agreement") is entered into as of September 25, 1997 among Gateway 2000, Inc., a Delaware corporation (the "Company"), the several financial institutions...Credit Agreement • November 14th, 1997 • Gateway 2000 Inc • Electronic computers • New York
AMENDMENT NO.1 TO 1997 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 1998 • Gateway 2000 Inc • Electronic computers • New York
AMENDMENT NO. 2 TO THE LICENSE AGREEMENT BETWEEN GATEWAY 2000 AND MICROSOFT CORPORATION DATED MAY 1, 1995 CONTRACT NO. [*]License Agreement • March 31st, 1997 • Gateway 2000 Inc • Electronic computers
EXHIBIT 10.17 EMPLOYMENT AGREEMENT -------------------- Agreement by and between Gateway, Inc., a Delaware corporation (the "Company") and Jeffrey Weitzen (the "Executive"), made as of the 8th day of December, 1999. 1. Employment Period. The Company...Employment Agreement • March 30th, 2000 • Gateway 2000 Inc • Electronic computers • California
AMENDMENT NO. 3 TO THE LICENSE AGREEMENT BETWEEN GATEWAY 2000 AND MICROSOFT CORPORATION DATED May 1, 1995 CONTRACT NO. [XX]License Agreement • March 31st, 1997 • Gateway 2000 Inc • Electronic computers
REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2004 among GATEWAY, INC., GOLDMAN, SACHS & CO. and MORGAN STANLEY & CO. INCORPORATED, as representatives of the Initial PurchasersRegistration Rights Agreement • March 25th, 2005 • Gateway Inc • Electronic computers • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2004 among Gateway, Inc., a Delaware corporation (the “Company”), Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated December 16, 2004 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Gateway Inc • Electronic computers • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
EXHIBIT 10.16 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") by and between Gateway Companies, Inc., a Delaware corporation (the "Company"), and Richard T. Bradley (the "Executive") is made as of August 1, 2000. 1. EMPLOYMENT PERIOD;...Employment Agreement • March 5th, 2001 • Gateway Inc • Electronic computers • California
EXHIBIT 10.19 FORM OF CHANGE OF CONTROL COMPENSATION AGREEMENT THIS AGREEMENT, dated January 19, 2000, is made by and between Gateway, Inc., a Delaware corporation (the "Company"), and [INSERT NAME] (the "Executive"). WHEREAS, the Company considers it...Change of Control Compensation Agreement • November 14th, 2000 • Gateway Inc • Electronic computers • California
CREDIT AGREEMENT Dated as of October 30, 2004 among GATEWAY, INC., GATEWAY PROFESSIONAL LLC, GATEWAY MANUFACTURING LLC, AND EMACHINES, INC., as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM...Credit Agreement • November 2nd, 2004 • Gateway Inc • Electronic computers • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of October 30, 2004 among GATEWAY, INC., a Delaware corporation (“Gateway”), and its subsidiaries GATEWAY PROFESSIONAL LLC, a Delaware limited liability company (“Professional”), GATEWAY MANUFACTURING LLC, a Delaware limited liability company (“Manufacturing”), EMACHINES, INC., a Delaware corporation (“eMachines”) (Gateway, Professional, Manufacturing and eMachines are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
WITNESSETH:General Release Agreement • March 5th, 2001 • Gateway Inc • Electronic computers • Delaware
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE THE SUBJECT OF A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED; UNREDACTED VERSIONS ON FILE WITH THE SECURITIES AND EXCHANGE...Microsoft Oem License Agreement • March 31st, 1997 • Gateway 2000 Inc • Electronic computers
NON-COMPETITION AGREEMENT Dated as of January 30, 2004 by and between MR. WAYNE R. INOUYE and GATEWAY, INC.Non-Competition Agreement • February 27th, 2004 • Gateway Inc • Electronic computers • Delaware
This NON-COMPETITION AGREEMENT, dated as of January 30, 2004 (this “Agreement”), is hereby entered into by and between Mr. Wayne R. Inouye (the “Individual”) and Gateway, Inc., a Delaware corporation (“Gateway”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as described below).
CONSULTATION AND NONCOMPETITION AGREEMENT AGREEMENT, entered into as of this 28th of August, 1997, by and between Gateway 2000, Inc., a Delaware corporation (the "Company") and Richard D. Snyder (the "Consultant").Consultation and Noncompetition Agreement • November 14th, 1997 • Gateway 2000 Inc • Electronic computers • South Dakota
MARKETING, DEVELOPMENT AND SETTLEMENT AGREEMENTMarketing, Development and Settlement Agreement • August 15th, 2005 • Gateway Inc • Electronic computers • New York
This Marketing, Development and Settlement Agreement (the “Agreement”) is made as of April 7, 2005, (the “Effective Date”) by and between Gateway, Inc., a Delaware corporation with its principal place of business at 7565 Irvine Center Drive, Irvine, CA 92618 (“Gateway”) and Microsoft Corporation, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 (“Microsoft”).
GATEWAY, INC.Convertible Senior Note Agreement • May 2nd, 2001 • Gateway Inc • Electronic computers • New York
PERSONAL AND CONFIDENTIAL Wayne Inouye Irvine, California 92603Separation Agreement • May 9th, 2006 • Gateway Inc • Electronic computers
This letter (“Agreement”) will serve to confirm the agreement and understanding we have reached regarding the termination of your employment with Gateway, Inc. and its affiliates (“Gateway” or the “Company”), effective February 8, 2006. In that regard, we have agreed as follows:
Option Agreement (2000 Equity Incentive Plan)Option Agreement • April 27th, 2006 • Gateway Inc • Electronic computers • Delaware
This document constitutes part of the prospectus covering securities that may be registered under the Securities Act of 1933.
REGISTRATION RIGHTS AGREEMENT Dated as of March 22, 2005 by and among MR. THEODORE W. WAITT and GATEWAY, INC.Registration Rights Agreement • March 25th, 2005 • Gateway Inc • Electronic computers • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March 22, 2005 (this “Agreement”), by and among Mr. Theodore W. Waitt (the “Stockholder”) and Gateway, Inc., a Delaware corporation (“Gateway”).
PERSONAL AND CONFIDENTIALSeparation Agreement • April 28th, 2006 • Gateway Inc • Electronic computers
This letter (“Agreement”) will serve to confirm the agreement and understanding we have reached regarding the termination of your employment with Gateway, Inc. and its affiliates (“Gateway” or the “Company”), effective April 30, 2006. In that regard, we have agreed as follows:
GATEWAY, INC. RESTRICTED STOCK GRANT NOTICERestricted Stock Grant Agreement • November 8th, 2005 • Gateway Inc • Electronic computers
This Restricted Stock Grant Notice (this “Notice”), is made and entered into between Gateway, Inc., a Delaware corporation (“Gateway”), and (“Recipient”). This award is being granted pursuant to Gateway’s 2000 Equity Incentive Plan (as amended from time to time, the “Plan”). Terms used but not defined herein have the meaning set forth in the Plan.
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2006 • Gateway Inc • Electronic computers
This FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT (the “First Amendment”), dated February 1, 2006 and effective as of December 23, 2005, between Mr. Lap Shun (John) Hui (“Mr. Hui”) and Gateway, Inc., a Delaware corporation (“Gateway”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indemnification Agreement between Gateway and Mr. Hui, dated as of March 11, 2004 (the “Agreement”).
GATEWAY, INC. Form of Option Agreement (Non-Employee Directors Grant)Option Agreement • December 29th, 2004 • Gateway Inc • Electronic computers • Delaware
This document constitutes part of the prospectus covering securities that may be registered under the Securities Act of 1933.
FIRST AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • February 14th, 2006 • Gateway Inc • Electronic computers
This AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT (the “Amendment”), dated February 1, 2006 and effective as of December 23, 2005, is entered into by and among Mr. Lap Shun (John) Hui, an individual resident of the State of California (“Mr. Hui”), Gateway, Inc., a Delaware corporation (“Gateway”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). Initially capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Indemnification Agreement, by and between Gateway and Mr. Hui (the “Indemnification Agreement”) dated as of March 11, 2004.
AGREEMENT AND PLAN OF MERGER by and among: Acer Inc., a company organized under the laws of the Republic of China; Galaxy Acquisition Corp., a Delaware corporation; and Gateway, Inc., a Delaware corporation Dated as of August 27, 2007Merger Agreement • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware
This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware
This First Amendment, dated as of August 27, 2007 (this “Amendment”), to the Rights Agreement, dated as of January 19, 2000 (the “Rights Agreement”), is made between Gateway, Inc., a Delaware corporation (the “Company”), and UMB Bank, N.A. (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.
PERSONAL AND CONFIDENTIALSeparation Agreement • April 28th, 2006 • Gateway Inc • Electronic computers
This letter (“Agreement”) will serve to confirm the agreement and understanding we have reached regarding the termination of your employment with Gateway, Inc. and its affiliates, successors and assigns (“Gateway” or the “Company”), effective April 29, 2006. In that regard, we have agreed as follows:
AMENDMENT NUMBER 4 Amendment Date: [*] to MICROSOFT OEM LICENSE AGREEMENT FOR DESKTOP AND PORTABLE OPERATING SYSTEMS between MICROSOFT CORPORATION, a Washington, U.S.A. Corporation and GATEWAY 2000, INC., a Corporation of Delaware Agreement Effective...Microsoft Oem License Agreement for Desktop and Portable Operating Systems • November 13th, 1996 • Gateway 2000 Inc • Electronic computers
AGREEMENT AND PLAN OF MERGER Dated as of January 30, 2004 by and among GATEWAY, INC., GATEWAY SUB, LLC, GATEWAY SUB II, LLC and EM HOLDINGS, INC.Merger Agreement • February 3rd, 2004 • Gateway Inc • Electronic computers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 30, 2004 (this “Agreement”), among Gateway, Inc., a Delaware corporation (“Gateway”), Gateway Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Gateway, (“Merger Sub”), Gateway Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Gateway (“Merger Sub II”), and EM Holdings, Inc., a Delaware corporation (“eMachines”).
ContractEmployment Agreement • February 12th, 2002 • Gateway Inc • Electronic computers • California
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Gateway, Inc., a Delaware corporation (the “Company”), and Susan B. Parks (the “Executive”) is made as of August 1, 2000. 1. Employment Period; Coordination with Change of Control Compensation Agreement.
ContractPurchase Agreement • February 12th, 2002 • Gateway Inc • Electronic computers
November 29, 2001 Ms. Susan B. Parks 6 Burning Tree Laguna Nigel, CA 92677 Re: Rancho Santa Fe Property Dear Sue: This letter will confirm that the Company will purchase (or cause a third-party to purchase) your property at 5340 Maravillas, Rancho Santa Fe, California (“Rancho Santa Fe Property”) as soon as reasonably feasible. The purchase price will be an amount equal to the amount you paid when you originally purchased the property, i.e. $3,250,000, plus the cost of capital improvements to the Rancho Santa Fe Property paid for by you at or prior to the date of closing and which are evidenced by receipts satisfactory to the Company (the “Capital Improvement Costs”). At closing, all mortgages and other encumbrances will be discharged or otherwise satisfied in full from the purchase proceeds such that title will be free and clear (except for standard exceptions), fully marketable and insurable at regular rates by a California title insurance company. You will be paid at closing the
