EXHIBIT 5 CONSULTING AGREEMENT -------------------- THIS CONSULTING AGREEMENT (the "Agreement") entered into on April 26, 1999, by and between FORE Systems, Inc., a Delaware corporation (the "Company"), and Eric C. Cooper, a resident of Pittsburgh,...Consulting Agreement • April 30th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION dated as of August 25, 1998Agreement and Plan of Reorganization • September 18th, 1998 • Fore Systems Inc /De/ • Computer communications equipment • Delaware
1 Exhibit 10.3 GUARANTYGuaranty • February 16th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
Exhibit 10.1 PARTICIPATION AGREEMENT dated as of December 14, 1998Participation Agreement • February 16th, 1999 • Fore Systems Inc /De/ • Computer communications equipment
2- Guaranty Agreement 3Guaranty Agreement • February 16th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
Exhibit 10.5 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of December 14, 1998 (this "Agreement"), is made by FORE SYSTEMS HOLDING CORPORATION, a Delaware corporation (the "Pledgor"), MELLON BANK, N.A., as Construction...Pledge and Security Agreement • February 16th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
EXHIBIT 6 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into on April 26, 1999, by and between FORE Systems, Inc., a Delaware corporation (the "Company"), and Thomas J. Gill, a resident of Wexford,...Employment Agreement • April 30th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
WITNESSETHNon-Competition Agreement • June 29th, 1998 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 20, 1996Merger Agreement • January 7th, 1997 • Fore Systems Inc /De/ • Computer communications equipment • Delaware
1 Exhibit 10.1 AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT Dated as of October 31, 1997 (amending the Participation Agreement dated as of December 13, 1995)Participation Agreement • November 14th, 1997 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
AGREEMENT ---------Change in Control Agreement • April 30th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
EXHIBIT 17 -------------------------------------------------------------------- ------------ April 26, 1999 Board of Directors FORE Systems, Inc. 1000 FORE Drive Warrendale, PA 15086 Gentlemen: You have requested our opinion as to the fairness from a...Agreement and Plan of Merger • April 30th, 1999 • Fore Systems Inc /De/ • Computer communications equipment
You have requested our opinion as to the fairness from a financial point of view to the holders (other than General Electric Company plc ("Buyer") and its affiliates) of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of FORE Systems, Inc. (the "Company") of the $35.00 per Share in cash to be paid by Buyer in the Tender Offer and the Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of April 26, 1999, among Buyer, GEC Acquisition Corp., a wholly-owned subsidiary of Buyer, and the Company (the "Agreement"). The Agreement provides for a tender offer for all of the Shares (the "Tender Offer") pursuant to which GEC Acquisition Corp. will pay $35.00 per Share in cash for each Share accepted. The Agreement further provides that following completion of the Tender Offer, the Company will be merged into GEC Acquisition Corp. (the "Merger") and each outstanding Share (other than Shares already owned by Buyer and GEC Acquisition Cor
Exhibit 10.2 LEASE AND OPEN END MORTGAGE THIS DOCUMENT SECURES FUTURE ADVANCES Dated as of December 14, 1998Lease and Open End Mortgage • February 16th, 1999 • Fore Systems Inc /De/ • Computer communications equipment • Pennsylvania
