1 2 shall perform all duties incident to her offices on behalf of the Company and shall perform such other duties as may from time to time be assigned to her by the Chairman of the Board of the Company. Employee shall also serve in similar capacities...Employment Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit (6) ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") is entered into as of December 21, 1999 by and among EMC Corporation, a Massachusetts corporation ("Parent"), Eagle Merger Corp., a Delaware corporation and a wholly owned...Escrow Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit (3) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
3 4 of the Merger Agreement and (B) by the Major Shareholder of any of the representations and warranties relating to the Major Shareholder contained in Section 11 of the Stock Tender Agreement. The Major Shareholder shall not be required to indemnify...Indemnification Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
PARTIESIndemnity Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit 14 EMPLOYMENT AGREEMENT AGREEMENT made as of the 6th day of July, 1998 by and between SOFTWORKS, Inc., a Delaware corporation (hereinafter the "Company") and CLAUDE R. KINSEY, III, residing at 109 Swan Creek Road, Fort Washington, Maryland...Employment Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit 15 EMPLOYMENT AGREEMENT AGREEMENT made as of the 6th day of July, 1998 by and between SOFTWORKS, Inc., a Delaware corporation (hereinafter the "Company") and ROBERT MCLAUGHLIN, residing at 7308 Snowden Court, Springfield, Virginia 22150...Employment Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit (2) CONFIDENTIALITY AGREEMENT THIS AGREEMENT ("Agreement") is hereby entered into between Softworks, Inc. and EMC Corporation, as of this date last below written and on the following terms and conditions: WHEREAS, the parties believe that...Confidentiality Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Virginia
December 23, 1999 To the Stockholders of SOFTWORKS, Inc. We are pleased to inform you that on December 21, 1999, SOFTWORKS, Inc. (the "Company") entered into an Agreement and Plan of Merger (the"Merger Agreement") with EMC Corporation ("Parent") and...Softworks Inc • December 23rd, 1999 • Services-prepackaged software
1 EXHIBIT 18 TERMINATION OF EMPLOYMENT AGREEMENT AGREEMENT OF TERMINATION (this "Agreement") dated as of December [ ], 1999 by and between SOFTWORKS, Inc., a Delaware corporation (the "Company"), and ________________ (the "Employee"). WHEREAS, the...Termination of Employment Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
2 3 "Option Expiration Date" shall mean the date 15 business days after the termination of the Merger Agreement in accordance with Article VII thereof.Stock Tender Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
1 Exhibit (5) STOCKHOLDERS' STOCK TENDER AGREEMENT STOCKHOLDERS' STOCK TENDER AGREEMENT, dated as of December 21, 1999, by and among EMC Corporation, a Massachusetts corporation ("Parent"), Eagle Merger Corp., a Delaware corporation and a wholly-owned...Stockholders' Stock Tender Agreement • December 23rd, 1999 • Softworks Inc • Services-prepackaged software • Delaware
April 14, 1998 Mr. James A. Cannavino 1 Robledo Drive Dallas, TX 75230 Dear Jim: This letter will set forth the understanding pursuant to which you will serve as chairman and a director of Softworks, Inc., a Delaware corporation ("Softworks" or the...Softworks Inc • December 23rd, 1999 • Services-prepackaged software
