EMPLOYMENT AND CONSULTING AGREEMENT,
dated as of the 16th day of May, 2001
(this "Agreement"), by and between SIRSI
CORPORATION, a Delaware corporation,
with an address of 000 Xxxxxxxxxx Xxxxxx
XX, Xxxxxxxxxx, Xxxxxxx 00000-0000 (the
"Company"), and Xxxxxxx X. Xxxxxxxxx, an
individual residing at 000 Xxxx Xxxx,
Xx. Xxxxx, Xxxxxxxx 00000 (the
"Executive").
W I T N E S S E T H:
WHEREAS, Data Research Associates, Inc. ("Data Research") is a party to
an Agreement and Plan of Merger, dated as of the date hereof in the form
attached hereto as Exhibit A (the "Merger Agreement"); and
WHEREAS, the Company desires to cause the Executive, and the Executive
wishes to be elected, as Chairman of the Board of Directors of Data Research
(the "Data Research Board"), on the terms and conditions set forth herein,
following the Appointment Date (as defined in the Merger Agreement).
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties hereto, the parties hereby agree
as follows:
1. Duties and Services.
(a) During the Employment Term, the Executive agrees to serve as the
Chairman of the Data Research Board, faithfully, diligently and to the best of
his ability, subject to and under the direction and control of the Company,
devoting such business time, energy and skill to such employment as are
reasonably required in the performance of such executive services, advisory or
otherwise, as the Company shall reasonably request that are reasonably related
to the business of Data Research as of the date of this Agreement or the library
automation business of the Company; provided, however, that nothing in this
Section 1(a) shall be construed as preventing the Executive from: (a) serving as
a director (or a similar capacity) of a business entity that is not a
Competitive Business (as such term is defined herein); and (b) engaging in any
charitable, civic, educational or other not-for-profit activities or becoming
associated or involved with any charitable, civic, educational or other
not-for-profit organization or entity.
(b) On the Appointment Date (which, for purposes of this Agreement,
shall be known as the "Commencement Date"), the Company agrees to increase the
size of the board of directors of the Company by one and to fill such vacancy by
appointing the Executive as a member of the board of directors of the Company.
The Company warrants that the Executive shall be a director of the Company for
the duration of the Term and agrees to take all actions necessary to cause
Executive to be a director of the Company for the duration of the Term.
(c) During the Employment Term (whether or not earlier terminated), the
Company shall continue to furnish the Executive with (i) office space in the
current facility provided by Data Research or another location reasonably
acceptable to the Executive and (ii) services, including, without limitation,
maintaining the Executive's email address as xxxx@xxx.xxx and providing a
full-time secretary, in each case, on terms and conditions and in a manner
consistent with the space and services provided by Data Research to the
Executive prior to the date of this Agreement.
2. Employment Term. The term of employment of the Executive hereunder
shall commence as of the Commencement Date and shall end 180 days immediately
following such date (the "Employment Term"). All allowances, benefits and
compensation due to the Executive under this Agreement shall begin to accrue to
the Executive as of the Commencement Date.
3. Consulting Services. For the period beginning immediately following
the end of the Employment Term and ending 180 days immediately following such
date (the "Consulting Term"; and together with the Employment Term, the "Term"),
the Executive shall provide the Company and its Affiliates (as defined herein)
with such advisory, consultative and other transition services (the "Consulting
Services") as are reasonably requested by the Company and are reasonably related
to the business of Data Research as of the date of this Agreement or the library
automation business of the Company; provided, that the Executive shall not be
required to be available for more than 20 hours per week at such times and
locations as are reasonably and mutually agreed upon by the Executive and the
Company, which agreement will include a description of the support services to
be provided to the Executive during the Consulting Term.
4. Compensation.
(a) During the Employment Term, the Company agrees to pay to the
Executive, and the Executive agrees to accept, a base salary (the "Base Salary")
for his services at the rate of $25,000 per month, payable on the same frequency
as other senior executives of the Company.
(b) During the Consulting Term, the Company agrees to pay to the
Executive, and the Executive agrees to accept, a fee (the "Consulting Fee") for
the Consulting Services at the rate of $25,000 per month, payable on the same
frequency as other salaried employees of the Company.
(c) During the Non-Competition Term (as defined herein), the Company
agrees to pay to the Executive, and the Executive agrees to accept, a fee (the
"Non-Competition Fee") for the Executive's agreement with and adherence to the
terms and provisions of Section 8 of this Agreement at the rate of $100,000 per
annum, payable on the same frequency as other salaried employees of the Company.
5. Executive Benefits.
(a) The Company shall pay on the Executive's behalf or reimburse the
Executive for all reasonable business expenses incurred by him for or on behalf
of the Company or any entities or persons controlling, controlled by, or under
common control with, the Company (the "Affiliates") in furtherance of the
performance of his duties and services hereunder, including travel and
entertainment and other disbursements. Such reimbursement shall be subject to
receipt from the Executive of an itemized accounting therefor, together with
such vouchers and other reasonable verifications as the Company shall require to
satisfactorily evidence such expenses in accordance with such policies as were
in effect at Data Research as of the date of this Agreement.
(b) During the Term, (i) the Executive shall receive or be entitled to
(as the case may be) benefits identical or substantially similar, in the
aggregate, to the benefits the Executive received or was entitled to receive (as
the case may be) as of the date of this Agreement and (ii) to the extent a
benefit offered by the Company to its executives would be more favorable, in the
aggregate, to the Executive than the benefits to be provided pursuant to
subsection (i), the Executive shall be entitled to participate at levels
commensurate with other senior executives of the Company, in accordance with the
terms thereof, in all executive benefit plans maintained for the executives of
the Company, including, without limitation, any life, health, hospitalization
and medical insurance programs and in any pension, retirement, savings,
insurance, stock option or other similar plans or policies. The foregoing,
however, shall not be construed to require the Company to establish any such
plans, or to prevent the Company from modifying or terminating any such plans
once established, but shall be construed to require the Company to maintain any
plans of Data Research in existence as of the date of this Agreement, to the
extent necessary to ensure that the Executive receive benefits identical or
substantially similar, in the aggregate, to the benefits the Executive received
or was entitled to receive (as the case may be) as of the date of this
Agreement. The Executive shall be entitled to six weeks of paid vacation each
calendar year during the Term and shall be entitled to sick leave (of which, six
weeks shall be paid), paid holidays and other paid leave, in each case, in
accordance with such policies as were in effect at Data Research as of the date
of this Agreement; provided that, any paid vacation and paid sick leave time
must be taken by the Executive during the Term and the Company shall not have
any obligation to pay the Executive for any accrued paid vacation or paid sick
leave time not taken prior to the end of the Term.
(c) During the Term, the Executive will have the right to use the
airplane (the "Corporate Plane") owned by Data Research for personal use for a
total of one hundred (100) hours (exclusive of "deadhead time"), subject to the
use of the Corporate Plane by the Company and its Affiliates and general
availability of the Corporate Plane. All requests for use of the Corporate Plane
shall be made to the Company at least two (2) business days prior to the
requested use. The Company reserves the right to deny any such request upon
reasonable determination by the Company that it is necessary or advisable for
the Corporate Plane to be used for other purposes at such time; provided that a
determination allowing the Executive use of the Corporate Plane may not be
revoked or changed for any reason without the prior written consent of the
Executive. The Executive's use of the Corporate Plane pursuant to this Section
5(c) shall be reported as required by the rules and regulations of the United
States Internal Revenue Service.
(d) During the Term, the Company shall provide (or shall cause Data
Research to provide) the Executive with Internet and telephone service, office
furniture and computing equipment currently provided by Data Research to allow
the conduct of the Company's business at both of the Executive's homes. From the
date of this Agreement to the Commencement Date, the Executive may not purchase
additional equipment, furniture and service other than purchases consistent with
past practices.
(e) During the Employment Term, the Company shall furnish or provide
such other perquisites as are normally furnished to other senior executives of
the Company.
(f) As soon as practicable after the Commencement Date, the Company
shall assign and transfer, for one dollar, title to the automobile used by the
Executive as of the date of this Agreement (1993 Mercedes) and all life
insurance policies on the life of the Executive that name Data Research as the
beneficiary.
6. Termination of Employment. Notwithstanding anything to the contrary
contained herein, the Company shall be entitled to terminate the Executive's
employment under this Agreement at any time by providing a written notice to the
Executive of such effect and paying to the Executive the unpaid portion of the
Base Salary and/or Consulting Fee for the remainder of the Term regardless of
whether or not the Executive seeks or obtains other employment (it being
understood that the Company will continue to provide benefits to the Executive
pursuant to Sections 5(a) and 5(b) of this Agreement through the remainder of
the Term) and the Non-Competition fee for the Non-Competition Term. Upon the
earlier of such termination or expiration of the Term, the Executive's email
address (xxxx@xxx.xxx) shall remain active and be maintained by the Company or
the Company shall promptly forward all emails received at such address to such
other email address as the Executive may designate. With respect to such emails,
the Company agrees not to monitor the Executive's email or content and agrees
that such email is the property of the Executive, and the Executive agrees to
promptly forward any emails received by the Executive relating to the Company to
any individual designated by the Company. Further, upon the earlier of such
termination or expiration of the Term, all furniture and equipment furnished
pursuant to Section 5(d) shall be assigned and transferred for one dollar to the
Executive and shall thereafter be the property of the Executive, and the Company
shall reasonably assist the Executive in removing all personal property and
effects owned by the Executive from the facilities of the Company.
7. Deductions and Withholding. The Executive agrees that the Company
shall withhold from any and all payments required to be made to the Executive
pursuant to this Agreement all federal, state, local and other taxes which are
required to be withheld in accordance with applicable statutes and regulations
from time to time in effect.
8. Non-Competition. For purposes of this Agreement, the term
"Competitive Business" means (i) the business of selling, developing, marketing,
distributing, installing, licensing and maintaining library automation software
and related hardware and selling products and services incidental thereto and
(ii) and any other business in which the Company is engaged and with which the
Executive was directly and substantially involved. Notwithstanding any provision
in this Agreement, the term "Competitive Business" shall not include any
business related to flight planning software or other software developed by the
Executive while not engaged in activities set forth in subsections (i) and (ii)
of this Section 8 ("Permitted Activities").
In exchange for the Non-Competition Fee and for such other good and
valuable consideration, the value of which is hereby expressly acknowledged by
the Executive, and in order to induce the Company to consummate the transactions
contemplated under the Merger Agreement, the Executive hereby agrees that during
the Term and for the period ending on the third anniversary of the end of the
Term (the "Non-Competition Term") (except in the case of Section 8(d), where the
Executive hereby agrees that during the Term and for the period ending on the
first anniversary of the end of the Term), the Executive will not directly or
indirectly under any circumstances whatsoever:
(a) solicit, entice or induce any person or entity which presently is,
or at any time during period of the Executive's employment has been solicited or
contacted by the Company or any of its Subsidiaries, to become a client,
customer, distributor or licensee of the Company or any of its Subsidiaries, to
become a client, customer, distributor or licensee of any person or entity
(other than the Company and its Affiliates) engaged in any Competitive Business
or attempt in any manner to persuade any such person or entity to cease doing
business or to reduce the amount of business which such person or entity has
customarily done or contemplates doing with the Company or any of its
Subsidiaries;
(b) compete, engage or participate in, or become employed by, or render
any services in connection with any Competitive Business or directly or
indirectly have any interest in as owner, stockholder, partner, director,
officer, member, executive, consultant or otherwise, in any Competitive
Business; provided that the Executive may at any time purchase or otherwise
acquire up to 2% of the equity interests of any enterprise if such equity
interests are listed on any national or regional securities exchange or have
been registered under the Securities Exchange Act of 1934; or
(c) willfully interfere with any relationship of the Company or any of
its Subsidiaries with any client, distributor, licensee or licensor, to the
detriment of the Company or any of its Subsidiaries;
(d) employ, attempt to employ or arrange to have any other person or
entity employ any person, who is or was, during the twelve (12) month period
ending on the date of the termination of the Executive's employment, in the
employ of the Company or any of its Subsidiaries, or induce or assist any such
person to leave the employ of the Company or any of its Subsidiaries.
The Executive understands that the foregoing restrictions may limit his
ability to earn a livelihood in a business similar to the business of the
Company and any of its Subsidiaries, but he nevertheless believes that he has
received and will receive sufficient consideration and other benefits as an
employee of the Company and as otherwise provided hereunder or as described in
the recitals hereto to clearly justify such restrictions which, in any event
(given his education, skills and ability), the Executive does not believe would
prevent him from otherwise earning a living. The Executive has carefully
considered the nature and extent of the restrictions placed upon him by this
Agreement, and hereby acknowledges and agrees that the same are reasonable in
time and territory and do not confer a benefit upon the Company disproportionate
to the detriment of the Executive.
9. Company Materials. All materials, records and documents, originals
and copies (electronic or in other media) generated by the Executive or coming
into his possession during the course of his employment hereunder (or prior
employment or affiliation) relating to any customers, programs, services,
products, processes or equipment, or other business of the Company or any of its
Affiliates, including, but not limited to, files, lists, forms, contracts,
notebooks, rolodexes, keys and credit cards, other than such materials, records
and documents relating exclusively to the Permitted Activities ("Company
Materials"), shall be the sole property of the Company. Upon termination of the
Executive's employment under this Agreement or upon request of the Company
during either the Term or the Non-Competition Term, the Executive shall promptly
deliver any such Company Materials to the Company. The Executive shall not
remove at any time from the offices of the Company or any of its Affiliates
(except to the extent such removal is for purposes of the performance of the
Executive's duties away front such offices or as otherwise authorized by the
Company) any Company Materials, or copies thereof.
10. Confidentiality. During the period that the Executive is employed
by the Company and at all times thereafter, the Executive shall not directly or
indirectly disclose to anyone who is not authorized by the Company to receive
such information, or use or appropriate for the Executive's own benefit or
anyone other than the Company, any documents or materials relating to the
business of the Company, any of its Affiliates or its or their customers,
including files, program descriptions, pricing policies, customer lists,
computer software and hardware, or any other materials relating to the business
of the Company, its Affiliates or any of its or their customers or any trade
secrets or confidential information including, without limitation, any business
methods, know-how, processes, financial or other performance data plans, or
policies of the Company or any of its Affiliates, whether generated by the
Executive or by any other employee or consultant of the Company or its
Affiliates; provided, however, that excepted from the requirements of this
Section 10 are any information, documents or materials which (a) were in the
public domain prior to disclosure of any portion thereof by the Executive, (b)
come into the public domain other than as a result of unauthorized disclosure by
the Executive, (c) are disclosed to the Executive without restriction by a
person or entity not known by the Executive to be legally prohibited from making
such disclosure, (d) are necessarily disclosed by marketing, use, sale or
licensing of the products or services of the Company or any of its Affiliates to
other persons or entities; or (e) relate exclusively to the Permitted
Activities, and, provided further, that the Executive may make disclosures
required by an order, subpoena or other legal process issued by a court or
administrative agency of competent jurisdiction and, in such event, the
Executive shall promptly notify the Company of the Executive's receipt of such
notice to provide the Company an opportunity to protect its interest.
11. Intellectual Property.
(a) The Executive will promptly disclose to the Company or any persons
designated by it (i) any and all inventions, improvements, processes, designs,
materials, products, developments, discoveries, software, systems and other
technical information and know-how (whether or not subject to patent, copyright,
trademark or other statutory protection) with respect to the business in which
the Company or any of its Affiliates is then engaged or such other business in
which the Company or any of its Affiliates then intends to engage, which intent
is known to the Executive, (the "Company Business"), other than inventions,
improvements, processes, designs, materials, products, developments,
discoveries, software, systems and other technical information and know-how
(whether or not subject to patent, copyright, trademark or other statutory
protection) relating exclusively to the Permitted Activities (all of the
foregoing being hereinafter referred to as "Inventions"), that the Executive may
conceive, make, invent, develop, or reduce to practice during the Term or during
the Non-Competition Term and (ii) any and all improvements on such Inventions,
conceived, made, invented, developed, or reduced to practice by him with respect
to the Company Business at any time during the Term or during the
Non-Competition Term (in each such case, whether individually or jointly with
any other person or persons and in the course of the Executive's employment or
otherwise). The Executive agrees that all such Inventions shall be the sole,
exclusive and absolute property of the Company, whether or not patent trademark
or copyright applications are filed thereon.
(b) The Company shall have the right to use and apply for patent,
trademark, copyright and other statutory or common law protection for such
Inventions in any and all countries. The Executive further agrees to reasonably
assist the Company in every proper way (but at the Company's expense) to obtain
and from time to time enforce, patent, trademark, copyright and other statutory
or common law protection for such Inventions in any and all countries. In this
connection, the Executive will, at any time and from time to time, whether
during the Term or during the Non-Competition Term, at the Company's request and
expense but without additional compensation to the Executive, execute any and
all appropriate papers necessary) to confirm such rights in the Company with
respect to such Inventions including any appropriate papers which may be
considered reasonably necessary or helpful by the Company:
(i) to use or apply for and obtain such patent, trademark,
copyright and other statutory or common law protections therefor, to
protect otherwise the Company's or an Affiliate's interest in such
Inventions and to enforce same; and
(ii) to assign and transfer all such Inventions to the Company or
to persons or entities designated by the Company.
12. No Conflicts. The Executive represents and warrants that he is not
party to any agreement, contract or understanding, whether of employment,
consultancy or otherwise, in conflict with this Agreement or which would in any
way restrict or prohibit him from undertaking or performing services for the
Company.
13. Additional Remedies. In addition to the provisions of this
Agreement, and not in any way in limitation thereof, or in limitation of any
right or remedy otherwise available to the Company, if and when a court of
competent jurisdiction determines that the Executive violated any provision of
the foregoing Sections 8, , 9, 10 or 11, any payments then or thereafter due
from the Company to the Executive shall be terminated forthwith and the
Company's obligation to pay and the Executive's right to receive such payments
shall terminate and be of no further force or effect, in each case without
limiting or affecting the Executive's obligations under Sections 8, , 9, 10 or
11 or the Company's other rights and remedies available at law or equity.
14. Enforceability.
(a) Because irreparable harm would be sustained by the Company or its
Affiliates in the event that there is a breach by the Executive of any of the
terms, covenants and agreements set forth herein, in addition to any other
rights that the Company or its Affiliates may otherwise have, the Company or its
Affiliates shall be entitled to apply to any court of competent jurisdiction and
obtain specific performance or injunctive relief against the Executive, without
making a showing that monetary damages would be inadequate and without the
requirement of posting any bond or other security whatsoever, in order to
enforce or prevent any breach or threatened breach of any of the terms,
covenants and agreements set forth herein, and the Executive will not object
thereto.
(b) Nothing contained in this Section 14 shall impose any obligation
upon the Company or any Affiliate to continue the Executive's employment or
engagement to pay the Executive any compensation. Each of the obligations of the
Executive under this Agreement, and such obligations of the Company that by
their terms are intended to survive termination of this Agreement (including,
without limitation, Sections 1(c), 4, 6 and 15), shall survive, for the
respective periods expressly provided herein with respect to such obligations,
the termination of the Executive's employment by the Company for any reason
whatsoever.
15. Indemnification. The Company shall indemnify, defend and hold
harmless the Executive for any and all acts or decisions made by the Executive,
in good faith, in connection with the performance by the Executive of his duties
or services hereunder, which indemnification shall be to the fullest extent
permitted by law. The Company shall use its reasonable efforts to insure its
obligations under this Section 15, which insurance coverage shall expressly
include all expenses (including, without limitation, reasonable attorneys' fees)
actually and necessarily incurred by or on behalf of the Executive in connection
with the defense of any suit or proceeding (including appeals therefrom) and, to
the fullest extent permitted by law, include the cost of out-of-court
settlements.
16. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered personally or two (2) Business Days after delivery to a courier for
guaranteed overnight delivery, to the other party hereto at his or its address
as set forth at the beginning of this Agreement. Any party may change the
address to which notices, requests, demands and other communications hereunder
shall be sent by sending written notice of such change of address to the other
party in the manner hereinabove provided. Either party may send any notice,
request, demand, claim, or other communication hereunder to the intended
recipient at the address set forth above using any other means (including
personal delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail or electronic mail), but no such notice, request, demand, claim,
or other communication shall be deemed to have been duly given unless and until
it actually is received by the intended recipient.
17. Assignability and Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon the heirs, executors, administrators and
legal representatives of the Executive, and shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Executive may not
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this
Agreement or any of his rights hereunder, and the Company may not assign this
Agreement (whether by contract, operation of law or otherwise) without the prior
written consent of the Executive and, in each case, any such attempted
delegation or disposition shall be null and void and without effect.
18. Complete Understanding. This Agreement constitutes the complete
understanding and cancels and supersedes any and all prior agreements and
understandings between the parties with respect to the employment of the
Executive hereunder, and no statement, representation, warranty or covenant has
been made by either party with respect thereto except as expressly set forth
herein. Subject to the provisions of Section 19 of this Agreement, this
Agreement shall not be altered, modified, amended or terminated except by
written instrument signed by each of the parties hereto. The Executive expressly
agrees that the employment agreement, dated as of April 17, 1997, by and between
the Executive and Data Research, as amended, will be automatically terminated,
as of the Commencement Date, without any resulting liabilities or obligations on
the part of the Data Research, the Company or any of its Affiliates.
19. Third Party Beneficiary. Data Research is a third-party beneficiary
of the terms and provisions of Section 18 of this Agreement, and as such, may
enforce such provisions against the Company and the Executive and shall have all
rights and remedies of a third-party beneficiary hereunder. Unless consented to
in writing by Data Research (such consent to be given at the sole discretion of
the Data Research), no alteration, modification, amendment or termination of
Section 18.
20. Severability. The Executive acknowledges that: (i) the enforcement
of any of the restrictions on the Executive contained in Sections 8, 9, 10 and
11 hereof (the "Restrictive Covenants") would not impose any undue burden upon
the Executive; and (ii) none of the Restrictive Covenants is unreasonable as to
duration or scope. If, notwithstanding the foregoing, any provision herein would
be held to be invalid, prohibited or unenforceable in any jurisdiction for any
reason (including, without limitation, any provision which may be held
unenforceable because of the scope, duration or area of its applicability),
unless narrowed by construction, such Restrictive Covenant shall, as to such
jurisdiction, be construed as if such invalid, prohibited or unenforceable
provision had been more narrowly drawn so as not to be invalid, prohibited or
unenforceable (and the court making any such determination as to any provision
shall have the power to modify such scope, duration or area or all of them and
such provision shall then be applicable in such modified form in such
jurisdiction only). If, notwithstanding the foregoing, any provision herein
would be held to be invalid, prohibited or unenforceable in any jurisdiction for
any reason, such provision, as to such jurisdiction, shall be ineffective to the
extent of such invalidity, prohibition or unenforceability, without invalidating
the remaining provisions of this Agreement, or affecting the validity or
enforceability of such provision in any other jurisdiction.
21. Governing Law; Jursidiction. This Agreement shall be governed by
the internal laws of the State of Missouri, without regard to principles of
conflicts of law. Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement may be brought against any
of the parties in the courts of the State of Missouri, County of St. Louis, or,
if it has or can acquire jurisdiction, in the United States District Court for
the Eastern District of Missouri, and each of the parties hereto consent to the
jurisdiction of such courts (and of the appropriate appellate court) in any such
action or proceeding and waives any objection to venue laid therein. Process in
any action or proceeding referred in the preceding sentence may be served on any
party anywhere in the world.
22. Mutual Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
23. Termination. This Agreement, and the terms and provisions hereof,
will be effective only upon consummation of the Offer. If the Offer is
terminated prior to consummation for any reason whatsoever, this Agreement, and
the terms and provisions hereof, will automatically be terminated and shall be
deemed null and void.
24. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
25. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SIRSI CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxxxxx
Solely in its Capacity
as Third Party Beneficiary
under Section 19 of this Agreement:
DATA RESEARCH ASSOCIATES, INC.
/s/ Xxxxxxxxx X. Xxxxxx
------------------------------------
By: Xxxxxxxxx X. Xxxxxx
Title: Vice President and
Chief Financial Officer
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
(See attached)
