STOCK PURCHASE AND SALE
BY AND AMONG
SALARY. COM, INC.,
GENESYS SOFTWARE SYSTEMS, INC.
GENESYS ACQUISITION CORP.
August 11, 2010
This Stock Purchase and Sale Agreement (the “Agreement ”) contains representations and warranties that Salary.com,
Inc. (“Salary”), Genesys Software Systems, Inc. (“Genesys”) and Genesys Acquisition Corp. (“Buyer”) made to one another.
These representations and warranties were made only for the purposes of the Agreement and solely for the benefit of Salary
and Buyer as of specific dates, may be subject to important limitations and qualifications agreed to by Salary and Buyer
and included in confidential disclosure schedules provided by Salary to Buyer in connection with the signing of the
Agreement, and may not be complete. Furthermore, these representations and warranties may have been made for the
purposes of allocating contractual risk between Buyer and Salary instead of establishing these matters as facts, and may or
may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the
Agreement by Salary with the Securities and Exchange Commission. Accordingly, you should not rely upon the
representations and warranties contained in the Agreement as characterizations of the actual state of facts, since they were
intended to be for the benefit of, and to be limited to, Buyer and Salary.
TABLE OF CONTENTS
Article I - DEFINITIONS; PURCHASE AND SALE
Section 1.1. Definitions
Section 1.2. Stock Purchase and Sale
Section 1.3. Delivery of Stock
Section 1.4. Closing
Article II - REPRESENTATIONS AND WARRANTIES OF THE SELLER ENTITIES
Section 2.1. Organization, Good Standing and Qualification.
Section 2.2. Capital Structure.
Section 2.3. Corporate Authority; Approval.
Section 2.4. Governmental Filings; No Violations; Certain Contracts.
Section 2.5. Financial State