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$37	Preview Full Doc	2006	Defined Contribution Prototype Plan and Trust Defined Contribution Prototype Plan and Trust (110K) Doc #1112772: Click preview link for longer preview. Exhibit 10.17 WELLS FARGO BANK MINNESOTA, N.A. TRUSTEE FOR THE BRYAN, PENDLETON, SWATS & MCALLISTER, LLC DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST NONSTANDARDIZED 401(k) PROFIT SHARING PLAN ADOPTED BY MSC.SOFTWARE CORPORATION AS THE MSC.SOFTWARE CORPORATION RETIREMENT PLAN TABLE OF CONTENTS NONSTANDARDIZED 401(k) PROFIT SHARING PLAN ITEM PAGE . . . 1112772	MSC.Software MSC.Software Corp. ( Software & Programming ) ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Defined Contribution Prototype Plan and Trust: WELLS FARGO BANK MINNESOTA, N.A. – MSC Software Corp EX-10.17 12 a05-21079_1ex10d17.htm MATERIAL CONTRACTS Exhibit 10.17 WELLS FARGO BANK MINNESOTA, N.A. TRUSTEE FOR THE BRYAN, PENDLETON, SWATS & MCALLISTER, LLC DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST NONSTANDARDIZED 401(k) PROFIT SHARING PLAN ADOPTED BY MSC.SOFTWARE CORPORATION AS THE MSC. _____________ dt 1526586 ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Defined Contribution Prototype Plan and Trust: WELLS FARGO BANK, N – if applicable) has signified its acceptance, on: . Name of Employer: MSC.SOFTWARE CORPORATION Employer’s EIN: 95-2239450 Signed: /s/ Louis A. Greco [Name/Title] Name(s) of Trustee: WELLS FARGO BANK, N .A. Trust EIN (Optional): Signed: [Name/Title] Signed: [Name/Title] Signed: [Name/Title] Name of Custodian (Optional): Signed: [Name/Title] 31. Plan Number. The 3-digit plan number the _____________ Wells Fargo Bank, N – 33-0669359 Acceptance by the Signatory Employer to the Execution Page of the Adoption Agreement and by the Trustee. Name of Signatory Employer: MSC.Software Corporation Name(s) of Trustee: Wells Fargo Bank, N .A. [Name/Title] [Name/Title] Signed: /s/ Louis A. Greco Signed: [Date] [Date] [Note: Each Participating Employer must execute a separate Participation Agreement. If the Plan does not have _____________ dt 1433279
$43	Full Doc	2005	Severance Compensation Agreement Severance Compensation Agreement (30K) Doc #1112833: This document is immediately available for purchase, but does not have a preview available for viewing. 1112833	MSC.Software MSC.Software Corp. ( Software & Programming )
$45	Full Doc	2005	Severance Compensation Agreement Severance Compensation Agreement (31K) Doc #1112853: This document is immediately available for purchase, but does not have a preview available for viewing. 1112853	MSC.Software MSC.Software Corp. ( Software & Programming )
$42	Full Doc	2005	Severance Compensation Agreement Severance Compensation Agreement (31K) Doc #1112856: This document is immediately available for purchase, but does not have a preview available for viewing. 1112856	MSC.Software MSC.Software Corp. ( Software & Programming )
$34	Full Doc	2004	Additional Compensation Agreement Additional Compensation Agreement (9K) Doc #1153542: This document is immediately available for purchase, but does not have a preview available for viewing. 1153542	US Dataworks US Dataworks, Inc. ( Software & Programming ) ;	US Dataworks US Dataworks, Inc. ( Software & Programming )
$36	Preview Full Doc	2001	Executive Compensation Agreement Executive Compensation Agreement (18K) Doc #1155276: Click preview link for longer preview. EXECUTIVE COMPENSATION AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2000. AMONG: TUCOWS INTERNATIONAL CORPORATION A corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART, - and- Michael Cooperman, an individual residing in the City of Thornhill in the Province of Ontario. (Hereinafter referred to as the " . . . 1155276	Tucows Tucows Inc. ( Software & Programming ) ;	Tucows Tucows Inc. ( Software & Programming )
$41	Preview Full Doc	2001	Executive Compensation Agreement Executive Compensation Agreement (17K) Doc #1155278: Click preview link for longer preview. EXECUTIVE COMPENSATION AGREEMENT THIS AGREEMENT made as of the 5th day of September, 2000. AMONG: TUCOWS INTERNATIONAL CORPORATION A corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART, - and- Graham Morris, an individual residing in the City of Toronto in the Province of Ontario. (Hereinafter referred to as the "Executive") . . . 1155278	Tucows Tucows Inc. ( Software & Programming ) ;	Tucows Tucows Inc. ( Software & Programming )
$37	Preview Full Doc	2001	Executive Compensation Agreement Executive Compensation Agreement (18K) Doc #1155280: Click preview link for longer preview. EXECUTIVE COMPENSATION AGREEMENT THIS AGREEMENT made as of the 5th day of February 2001. AMONG: TUCOWS INTERNATIONAL CORPORATION A corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the "Corporation") OF THE FIRST PART, - and- Supriyo Sen, an individual residing in the City of Los Altos in the State of California (Hereinafter referred to as the "Executive"), . . . 1155280	Tucows Tucows Inc. ( Software & Programming ) ;	Tucows Tucows Inc. ( Software & Programming )
$37	Preview Full Doc	2005	Severance Compensation Agreement Severance Compensation Agreement (47K) Doc #1157716: Click preview link for longer preview. CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT This CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (this "Agreement") is dated as of March 8, 2005 between Transaction Systems Architects, Inc., a Delaware corporation (the "Company"), and Philip G. Heasley (the "Executive"). WHEREAS, the Company's Board of Directors (the "Board") has determined that it is appropriate to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties . . . 1157716	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – CONTROL <TEXT> EXHIBIT 10.3 CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT This CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (this "Agreement") is dated as of March 8, 2005 between Transaction Systems Architects, Inc. , a Delaware corporation (the "Company"), and Philip G. Heasley (the "Executive"). WHEREAS, the Company's Board of Directors (the "Board") has determined that it is appropriate to reinforce and _____________ Transaction Systems Architects, Inc. – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: General Counsel If to the Executive: Philip G. Heasley c/o Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE _____________ Transaction Systems Architects, Inc. – prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: General Counsel If to the Executive: Philip G. Heasley c/o Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices _____________ TRANSACTION SYSTEMS ARCHITECTS, INC. – to include the masculine, feminine or neuter as the context shall require. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. TRANSACTION SYSTEMS ARCHITECTS, INC. By: /s/ Dennis P. Byrnes --------------------------------- Title: Senior Vice President and General Counsel EXECUTIVE: /s/ Philip G. Heasley ------------------------------------ Philip G. Heasley <PAGE> APPENDIX A Excise Tax Gross-Up _____________ dt 1327782 ;	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – CONTROL <TEXT> EXHIBIT 10.3 CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT This CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (this "Agreement") is dated as of March 8, 2005 between Transaction Systems Architects, Inc. , a Delaware corporation (the "Company"), and Philip G. Heasley (the "Executive"). WHEREAS, the Company's Board of Directors (the "Board") has determined that it is appropriate to reinforce and _____________ Transaction Systems Architects, Inc. – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: General Counsel If to the Executive: Philip G. Heasley c/o Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE _____________ Transaction Systems Architects, Inc. – prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: General Counsel If to the Executive: Philip G. Heasley c/o Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices _____________ TRANSACTION SYSTEMS ARCHITECTS, INC. – to include the masculine, feminine or neuter as the context shall require. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. TRANSACTION SYSTEMS ARCHITECTS, INC. By: /s/ Dennis P. Byrnes --------------------------------- Title: Senior Vice President and General Counsel EXECUTIVE: /s/ Philip G. Heasley ------------------------------------ Philip G. Heasley <PAGE> APPENDIX A Excise Tax Gross-Up _____________ dt 1544578
$41	Full Doc	2003	Severance Compensation Agreement Severance Compensation Agreement (17K) Doc #1157922: This document is immediately available for purchase, but does not have a preview available for viewing. 1157922	Transaction Transaction Systems Architects Inc. ( Software & Programming ) ;	Transaction Transaction Systems Architects Inc. ( Software & Programming )
$40	Preview Full Doc	2003	Severance Compensation Agreement Severance Compensation Agreement (53K) Doc #1157926: Click preview link for longer preview. SEVERANCE COMPENSATION AGREEMENT (CHANGE IN CONTROL) SEVERANCE COMPENSATION AGREEMENT dated as of , 2003 between Transaction Systems Architects, Inc., a Delaware corporation (the ï¿½Companyï¿½), and (the ï¿½Executiveï¿½). WHEREAS, the Companyï¿½s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of the Executive to his assigned . . . 1157926	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – EX-10.16 5 a2124969zex-10_16.htm EXHIBIT 10.16 Exhibit 10.16 SEVERANCE COMPENSATION AGREEMENT (CHANGE IN CONTROL) SEVERANCE COMPENSATION AGREEMENT dated as of , 2003 between Transaction Systems Architects, Inc. , a Delaware corporation (the Company), and (the Executive). WHEREAS, the Companys Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication _____________ Transaction Systems Architects, Inc. – being altered, reduced, affected or ended; (iv) (A) any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Companys bonus arrangements, the Transaction Systems Architects, Inc. , Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time _____________ Transaction Systems Architects, Inc. – any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Companys bonus arrangements, the Transaction Systems Architects, Inc., Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time of a Change in Control of the Company, _____________ Transaction Systems Architects, Inc. – substituted comparable plan) was maintained); (v) (A) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control _____________ Transaction Systems Architects Inc. – Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control of the Company, or any other plan or arrangement providing him _____________ dt 1327783 ;	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – EX-10.16 5 a2124969zex-10_16.htm EXHIBIT 10.16 Exhibit 10.16 SEVERANCE COMPENSATION AGREEMENT (CHANGE IN CONTROL) SEVERANCE COMPENSATION AGREEMENT dated as of , 2003 between Transaction Systems Architects, Inc. , a Delaware corporation (the Company), and (the Executive). WHEREAS, the Companys Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication _____________ Transaction Systems Architects, Inc. – being altered, reduced, affected or ended; (iv) (A) any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Companys bonus arrangements, the Transaction Systems Architects, Inc. , Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time _____________ Transaction Systems Architects, Inc. – any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Companys bonus arrangements, the Transaction Systems Architects, Inc., Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time of a Change in Control of the Company, _____________ Transaction Systems Architects, Inc. – substituted comparable plan) was maintained); (v) (A) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control _____________ Transaction Systems Architects, Inc. – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: President If to the Executive: or to such other address as either party may have furnished to the other in writing _____________ dt 1544579
$49	Preview Full Doc	2003	Severance Compensation Agreement Severance Compensation Agreement (56K) Doc #1157951: Click preview link for longer preview. SEVERANCE COMPENSATION AGREEMENT SEVERANCE COMPENSATION AGREEMENT dated as of April 28, 2003 between Transaction Systems Architects, Inc., a Delaware corporation (the "Company"), and Gregory D. Derkacht (the "Executive"). WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in . . . 1157951	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – txt <DESCRIPTION>FORM 10-Q FY03 EXHIBIT 10-02 <TEXT> Exhibit 10.02 SEVERANCE COMPENSATION AGREEMENT SEVERANCE COMPENSATION AGREEMENT dated as of April 28, 2003 between Transaction Systems Architects, Inc. , a Delaware corporation (the "Company"), and Gregory D. Derkacht (the "Executive"). WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage the _____________ Transaction Systems Architects, Inc. – altered, reduced, affected or ended; (iv) (A) any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Company's bonus arrangements, the Transaction Systems Architects, Inc. , Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time _____________ Transaction Systems Architects, Inc. – failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Company's bonus arrangements, the Transaction Systems Architects, Inc., Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time of a Change in Control of the Company, _____________ Transaction Systems Architects, Inc. – substituted comparable plan) was maintained); (v) (A) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control _____________ Transaction Systems Architects Inc. – Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control of the Company, or any other plan or arrangement providing him _____________ dt 1327784 ;	Transaction Transaction Systems Architects Inc. ( Software & Programming ) As referenced in this Severance Compensation Agreement: Transaction Systems Architects, Inc. – txt <DESCRIPTION>FORM 10-Q FY03 EXHIBIT 10-02 <TEXT> Exhibit 10.02 SEVERANCE COMPENSATION AGREEMENT SEVERANCE COMPENSATION AGREEMENT dated as of April 28, 2003 between Transaction Systems Architects, Inc. , a Delaware corporation (the "Company"), and Gregory D. Derkacht (the "Executive"). WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage the _____________ Transaction Systems Architects, Inc. – altered, reduced, affected or ended; (iv) (A) any failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Company's bonus arrangements, the Transaction Systems Architects, Inc. , Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time _____________ Transaction Systems Architects, Inc. – failure by the Company to continue in effect any incentive plan or arrangement (including, without limitation, the Company's bonus arrangements, the Transaction Systems Architects, Inc., Deferred Compensation Plan, the Transaction Systems Architects, Inc. 401(k) Plan, the sales incentive plans, and the management incentive plans) in which the Executive is participating at the time of a Change in Control of the Company, _____________ Transaction Systems Architects, Inc. – substituted comparable plan) was maintained); (v) (A) any failure by the Company to continue in effect any plan or arrangement to receive securities of the Company (including, without limitation, the Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan and the Transaction Systems Architects Inc. 1999 Stock Option Plan) in which the Executive is participating at the time of a Change in Control _____________ Transaction Systems Architects, Inc. – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to the Company: Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, NE 68154 Attn: General Counsel If to the Executive: Gregory D. Derkacht 2441 South 191st Circle Omaha, NE 68130 or to such other address _____________ dt 1544580
$38	Full Doc	2003	Executive Compensation Agreement Executive Compensation Agreement (31K) Doc #1177042: This document is immediately available for purchase, but does not have a preview available for viewing. 1177042	Ross Systems Ross Systems, Inc. ( Software & Programming ) ;	Ross Systems Ross Systems, Inc. ( Software & Programming )
$37	Full Doc	2003	Executive Compensation Agreement Executive Compensation Agreement (31K) Doc #1177044: This document is immediately available for purchase, but does not have a preview available for viewing. 1177044	Ross Systems Ross Systems, Inc. ( Software & Programming ) ;	Ross Systems Ross Systems, Inc. ( Software & Programming )
$38	Full Doc	2004	Severance Compensation Agreement Severance Compensation Agreement (25K) Doc #1209903: This document is immediately available for purchase, but does not have a preview available for viewing. 1209903	COMARCO COMARCO, Inc. ( Software & Programming ) ;	COMARCO COMARCO, Inc. ( Software & Programming )
$36	Full Doc	2004	Severance Compensation Agreement Severance Compensation Agreement (25K) Doc #1209904: This document is immediately available for purchase, but does not have a preview available for viewing. 1209904	COMARCO COMARCO, Inc. ( Software & Programming ) ;	COMARCO COMARCO, Inc. ( Software & Programming )
$35	Full Doc	2004	Severance Compensation Agreement Severance Compensation Agreement (25K) Doc #1209905: This document is immediately available for purchase, but does not have a preview available for viewing. 1209905	COMARCO COMARCO, Inc. ( Software & Programming ) ;	COMARCO COMARCO, Inc. ( Software & Programming )
$38	Full Doc	2004	Severance Compensation Agreement Severance Compensation Agreement (25K) Doc #1209907: This document is immediately available for purchase, but does not have a preview available for viewing. 1209907	COMARCO COMARCO, Inc. ( Software & Programming ) ;	COMARCO COMARCO, Inc. ( Software & Programming )
$33	Full Doc	2004	Severance Compensation Agreement Severance Compensation Agreement (25K) Doc #1209909: This document is immediately available for purchase, but does not have a preview available for viewing. 1209909	COMARCO COMARCO, Inc. ( Software & Programming ) ;	COMARCO COMARCO, Inc. ( Software & Programming )
$34	Full Doc	2007	Severance Compensation Agreement Severance Compensation Agreement (29K) Doc #2939044: This document is immediately available for purchase, but does not have a preview available for viewing. 2939044	MSC.Software MSC.Software Corp. ( Software & Programming )