ESCROW AGREEMENT

ESCROW AGREEMENT EXHIBIT 10.19





ESCROW AGREEMENT (this "Agreement") dated as of May 30, 1997 among AWARD SOFTWARE INTERNATIONAL, INC., a California corporation ("Award"), PIERRE A. NARATH (the "Shareholder"), and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION as escrow agent (the "Escrow Agent").





A. Award and its wholly owned subsidiary, Award Acquisition Sub Corp., a Delaware corporation ("Merger Sub"), have executed a definitive Agreement and Plan of Merger and Reorganization dated as of May 29, 1997 (the "Merger Agreement") with Unicore Software, Inc. ("Unicore") and the Shareholder pursuant to which Merger Sub will merge with and into Unicore. Capitalized terms used herein unless otherwise defined herein shall have the meanings set forth in the Merger Agreement.



B. Pursuant to the Merger Agreement, a certain number of the shares of Common Stock of Award, no par value, otherwise issuable to the Shareholder under the Merger Agreement (the "Escrow Shares"), will be deposited by Award into the escrow fund created hereby.



NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:



SECTION 1. ESTABLISHMENT OF ESCROW.



(A) Pursuant to Section 1.12 of the Merger Agreement, simultaneously with the Closing, Award will deposit with the Escrow Agent a stock certificate in the name of the Escrow Agent (or its nominee) representing the Escrow Shares, to be held in an account designated as "Award Software International, Inc. Escrow Account" or having a similar designation and disbursed in accordance with the terms hereof. The Escrow Agent agrees to accept the Escrow Shares and to hold and distribute them in the manner provided herein.



(B) All dividends and distributions (other than cash dividends and distributions) made by Award with respect to the Escrow Shares will be paid or made to the Escrow Agent to be held in escrow with the other Escrow Shares as provided herein as additional assets of the escrow to satisfy indemnification claims in accordance with Section 9 of the Merger Agreement. Such dividends and distributions shall be deemed to be a part of the Escrow Shares to which they relate. Cash dividends and distributions, if any, with respect to the Escrow Shares will be made by Award directly to the Shareholder for whose account such shares are being held hereunder. If a meeting or written action of shareholders of Award occurs while this Escrow Agreement is still in effect, the Escrow Agent shall promptly send to the Shareholder copies of any notices, proxies and proxy materials in connection with such meeting or written action. The Escrow Agent shall vote the Escrow Shares in accordance with the instructions set forth in any proxies returned to



the Escrow Agent by the Shareholder. If no proxy is received, the Escrow Agent shall not vote such shares.



(C) The Merger shall become effective as of the Effective Time.



SECTION 2. PAYMENT BY ESCROW AGENT WITH RESPECT TO THE ESCROW SHARES.



(A) NOTICES OF CLAIMS AND DISPUTE NOTICES.



(I) If Award reasonably believes that it, or any other Indemnitee entitled to indemnification under Section 9.2 of the Merger Agreement (the "Award Indemnitees"), has or may suffer a loss that entitles or may entitle it to indemnification under the Merger Agreement, Award may deliver to the Escrow Agent a written notice (a "Notice of Claim") setting forth in reasonable detail the nature of the claim, an estimate of the aggregate amount at that time to which Award believes such Award Indemnitee is, or may be, entitled to be paid pursuant to the Merger Agreement. Award shall send a copy of each Notice of Claim to the Shareholder no later than the date on which such Notice of Claim was sent to the Escrow Agent. Each Notice of Claim delivered to the Escrow Agent shall include a certification that Award has sent a copy of such Notice of Claim to the Shareholder.



(II) The Escrow Agent shall deliver to Award's transfer agent (the "Transfer Agent") Escrow Shares in exchange for a new stock certificate representing a number of shares of Award Common Stock (which will remain Escrow Shares) equal to the number of Escrow Shares previously held by the Escrow Agent, less the number of Escrow Shares having a value (such value to be determined pursuant to Section 2(e) hereof) equal to the amount set forth in a Notice of Claim as soon as practicable, but no earlier than 20 business days following receipt by the Escrow Agent of such Notice of Claim; provided, however, that if within the period of 20 business days following receipt by the Escrow Agent of such Notice of Claim the Escrow Agent shall have received from the Shareholder a written notice (a "Dispute Notice") stating that he disputes the validity or the amount specified in such Notice of Claim or any portion thereof (a "Disputed Amount"), the Escrow Agent shall not deliver the Escrow Shares as provided above for any such disputed amount other than pursuant to Section 2(b). Any fractional interests will be carried forward until the distribution of Escrow Shares to the Shareholder, at which time fractional interests will be rounded in the discretion of Award. Without altering the Escrow Agent's obligations set forth herein, the Shareholder shall include in each Dispute Notice, reasonable detail of the nature of the Shareholder's dispute. The Shareholder shall send a copy of each Dispute Notice to Award no later than the date on which such Dispute Notice was sent to the Escrow Agent. Each Dispute Notice delivered to the Escrow Agent shall include a certification that the Shareholder has sent a copy of such Dispute Notice to Award.



(III) If the Escrow Agent shall not have received a Dispute Notice with respect to the validity or amount specified in a Notice of Claim, or a portion thereof, within the period of 20 business days following its receipt of such Notice of Claim, the Shareholder and Award agree that the Escrow Agreement shall deliver to the Transfer Agent the number of Escrow Shares having a value equal to the amount set forth in the Notice of Claim. In the event of a Disputed



Amount or any other dispute regarding this Escrow Agreement, Award and the Shareholder shall in good faith negotiate to settle such Disputed Amount.



(B) DISPUTED AMOUNTS. Upon receipt by the Escrow Agent of a notice (a "Resolution Notice") from Award and/or the Shareholder with respect to a Disputed Amount specifying the amount of such Disputed Amount to which any Award Indemnitee is entitled, accompanied by (A) a written agreement between Award and the Shareholder with respect to such Disputed Amount, or (B) a final non- appealable order of a court of competent jurisdiction determining that Award is entitled to indemnification, the Escrow Agent shall cause to be delivered to such Award Indemnitee the Escrow Shares having a value equal to the amount to which such Award Indemnitee, or any other Award Indemnitee is entitled, if any.



(C) DISTRIBUTION OF ESCROW SHARES TO THE SHAREHOLDER.



(I) Within 20 business days after the Termination Date (as defined below), the Escrow Agent shall deliver the stock certificate representing the Escrow Shares to the Transfer Agent in exchange for:



(1) stock certificate for and in the name of the Shareholder; provided, however, that the Escrow Agent shall exclude from such number of Escrow Shares a number of Escrow Shares equal to the number of Escrow Shares subject to any outstanding and unresolved Notices of Claim (based on the amounts set forth in the Notice of Claim, whether or not a Dispute Notice has been delivered with respect thereto, unless such dispute has been subsequently resolved);



(2) if applicable, a new stock certificate in the name of the Escrow Agent representing the aggregate number of Escrow Shares as to which Notices of Claim are outstanding and not resolved.



In the event that on the Termination Date (as defined below) all the matters set forth in any previously delivered Notice of Claim hav ...