0000950131-03-001693 Sample Contracts

OPTION TO PURCHASE AGREEMENT
Option to Purchase Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Tennessee

THIS OPTION TO PURCHASE AGREEMENT (this “Agreement”), is made as of this 17th day of July 2002, by and between DAN PALMER AND EDWARD A. LABRY III, jointly and severally, individuals having an address of 2525 Horizon Lake Drive, Memphis, TN 38133 (collectively, together with their respective heirs, permitted assigns and/or designee(s), referred to herein as the “Optionor”) and CONCORD EFS, INC., a Delaware corporation with offices at 1100 Carr Road, Wilmington, Delaware 19809 (together with its permitted successors, assigns and/or designee(s), “Optionee”).

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Bridge Loan Agreement Letter of Guarantee and Stock Option Pledge
Bridge Loan Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation

Whereas, Dan Palmer desires to borrow from Concord EFS, Inc. (the “Company”) the amount set forth on Exhibit A attached hereto (the “Loan Amount”), to be repaid in full with interest within thirty (30) days; and

Bridge Loan Agreement Letter of Guarantee and Stock Option Pledge
Bridge Loan Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation

Whereas, Edward A. Labry desires to borrow from Concord EFS, Inc. (the “Company”) the amount set forth on Exhibit A attached hereto (the “Loan Amount”), to be repaid in full with interest within thirty (30) days; and

AMENDMENT TO EMPLOYMENT AGREEMENT DATED OCTOBER 2, 2002
Employment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation

The undersigned hereby agree that the employment agreement, dated October 2, 2002, (“Agreement”) by and between Edward T. Haslam (“Haslam”) and Concord EFS, Inc. (“Concord”) shall be amended as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Florida

WHEREAS, Star System, Inc., a Delaware corporation (“Star”), and HONOR Technologies, Inc., a Delaware corporation (“Honor”), have entered into an Agreement and Plan of Merger, dated as of October 2, 1998, as amended by the First Amendment, dated February 4, 1999 (the “Merger Agreement”), pursuant to which Star and Honor will become wholly owned subsidiaries (together with any other subsidiaries of the Company, the “Subsidiaries”) of the Company as of the Closing Date (as defined in the Merger Agreement);

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2003 • Concord Efs Inc • Services-computer processing & data preparation • Delaware

This Employment Agreement (this “Agreement”) is entered into as of January 21st , 2003 by and between Concord EFS, Inc., a Delaware corporation (the “Company”), and Paul Finch (the “Executive”).

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