0000950144-05-002321 Sample Contracts

EMPLOYMENT AGREEMENT (Change of Control Agreement)
Employment Agreement • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Delaware

THIS EMPLOYMENT AGREEMENT is made as of March 22, 2004 by and between Office Depot, Inc., a Delaware corporation (the “Company”), and Rick Lepley (the “Executive”).

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (For Executive Officers Who Also Have a Change of Control Employment Agreement)
Employment Agreement • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (herein “Amendment Number One”) is actually made and entered into on the last date reflected below, but is effective as of July 15, 2004, between Office Depot, Inc., a Delaware corporation (the “Company”), and Carl Rubin (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT (For Executive Officers Who Also Have a Change of Control Employment Agreement)
Executive Employment Agreement • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

THIS AGREEMENT is made as of March 22, 2004 between Office Depot, Inc., a Delaware corporation (the “Company”), and Rick Lepley (“Executive”). This Agreement replaces and supersedes any and all prior employment agreements, letters of understanding, or other agreements of any sort whatsoever, existing between the Company and Executive, of whatsoever nature.

MASTER AGREEMENT FOR BUSINESS PROCESS OUTSOURCING SERVICES between ACS COMMERCIAL SOLUTIONS, INC. and OFFICE DEPOT, INC.
Master Agreement • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Master Agreement for Business Process Outsourcing Services (this “Agreement” or “MSA”) is entered into between ACS Commercial Solutions, Inc. a Nevada corporation with an address for the purposes of this Agreement at 2828 N. Haskell, Dallas, Texas 75204 (“ACS”) and Office Depot, Inc., a Delaware corporation with an address at 2200 Old Germantown Road, Delray Beach, FL 33445 (“Customer”). (ACS and Customer are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party”.) The obligations set forth in this Agreement will be performed by ACS itself and through direct and indirect wholly-owned subsidiaries. This Agreement will become effective as of November 30, 2004 (the “Effective Date”). This Agreement is further entered into with reference to the following facts:

CONTRACT FOR PURCHASE AND SALE
Purchase Agreement • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

THIS CONTRACT OF SALE (this “Contract”) is made and entered into as of the 29th day of December, 2004 (the “Effective Date”) between BRHP, LLC, a Florida limited liability company (“Seller”) and STILES CORPORATION, a Florida corporation (“Purchaser”).

FIRST AMENDMENT TO CONTRACT FOR PURCHASE AND SALE
Contract for Purchase and Sale • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores

THIS FIRST AMENDMENT TO CONTRACT FOR PURCHASE AND SALE (this “Amendment”) is entered into by and between BRHP, LLC, a Florida limited liability company (“Seller”) and STILES CORPORATION, a Florida corporation (“Purchaser”).

PURCHASE MONEY MORTGAGE
Office Depot Inc • March 10th, 2005 • Retail-miscellaneous shopping goods stores

THIS PURCHASE MONEY MORTGAGE (this “Mortgage”) executed this ___day of April, 2005, by BRHP, LLC, a Florida limited liability company, hereinafter called the “Mortgagor”, whose address is ________________________, to OFFICE DEPOT, INC., a Delaware corporation, whose address is 2200 Old Germantown Road, Delray Beach, Florida 33445, Attention: _____________________, hereinafter called the “Mortgagee”.

SECOND AMENDMENT TO CONTRACT FOR PURCHASE AND SALE
Contract for Purchase and Sale • March 10th, 2005 • Office Depot Inc • Retail-miscellaneous shopping goods stores

THIS SECOND AMENDMENT TO CONTRACT FOR PURCHASE AND SALE (this “Amendment”) is entered into as of the 11th day of February, 2005 by and between BRHP, LLC, a Florida limited liability company (“Seller”) and STILES CORPORATION, a Florida corporation (“Purchaser”).

March 22, 2004 Mr. Rick Lepley Hand Delivery Dear Rick:
Office Depot Inc • March 10th, 2005 • Retail-miscellaneous shopping goods stores

This letter will serve to set forth our mutual understandings with respect to your taking on the duties of Executive Vice President, North American Retail Stores, upon the terms set forth herein.

PURCHASE MONEY NOTE Dated of: April __, 2005
Office Depot Inc • March 10th, 2005 • Retail-miscellaneous shopping goods stores • Florida

FOR VALUE RECEIVED, BRHP, LLC, a Florida limited liability company and TERRY W. STILES, a natural person (collectively, the “Borrower”), jointly and severally, promise to pay to OFFICE DEPOT, INC., a Delaware corporation (the “Lender”) the principal sum of [ * ] (the “Principal Amount”) together with interest thereon as provided herein (collectively, the “Indebtedness”).

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