Altigen Communications Inc Sample Contracts

Altigen Communications Inc – Lease Agreement (NNN) Basic Lease Information (December 28th, 2009)
Altigen Communications Inc – AltiGen Communications, Inc. FISERV RESELLER AGREEMENT (December 28th, 2009)

THIS FISERV DIRECT APPLICATION RESELLER AGREEMENT, together with any Applications, Addenda and Exhibits (“Agreement”) is made and entered into as of this 28th day of August, 2009 (the “Effective Date”) by and between ALTIGEN COMMUNICATIONS, INC., a Delaware Corporation with principal offices at 4555 Cushing Parkway, Fremont, California 94538 (“AltiGen”) and Fiserv Solutions, Inc., a Wisconsin Corporation, with offices at 455 Gulph Road, King of Prussia, Pennsylvania 19406 (“Fiserv”). AltiGen and Fiserv shall also be referred to individually as a “Party” or, together, as “Parties” to this Agreement; and

Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN (June 29th, 2009)
Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. 2009 EQUITY INCENTIVE PLAN (June 29th, 2009)
Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 21, 2009 (April 23rd, 2009)

This Preferred Stock Rights Agreement is dated as of April 21, 2009, between AltiGen Communications, Inc., a Delaware corporation, (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 21, 2009 (April 23rd, 2009)

This Preferred Stock Rights Agreement is dated as of April 21, 2009, between AltiGen Communications, Inc., a Delaware corporation, (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

Altigen Communications Inc – AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (March 10th, 2009)

This Executive Employment Agreement (the “Agreement”) is deemed effective as of January 1, 2009, by and between AltiGen Communications, Inc., existing under the laws of the State of Delaware with its principal office located at 4555 Cushing Parkway, Fremont, CA 94538 (the “Company”), and Philip McDermott (“Executive”).

Altigen Communications Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 10th, 2009)

This Executive Employment Agreement (the “Agreement”) is deemed effective as of January 1, 2009 by and between AltiGen Communications, Inc., existing under the laws of the State of Delaware with its principal office located at 4555 Cushing Parkway, Fremont, CA 94538 (the “Company”), and Gilbert Hu (“Executive”).

Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED NOVEMBER 13, 2007) (December 28th, 2007)
Altigen Communications Inc – ALTIGEN COMMUNICATIONS INC. DISTRIBUTION AGREEMENT (December 27th, 2007)

THIS DISTRIBUTION AGREEMENT ("Agreement") is made and entered into as of this 30 day of September, 2007 (the "Effective Date") by and between ALTIGEN COMMUNICATIONS INC., a Delaware corporation, with principal offices at 4555 Fremont Blvd., Fremont, CA 94538 ("AltiGen") and Jenne Distributors, Inc, a Ohio corporation, with principal offices at 33665 Chester Road, Avon, Ohio 44011 ("Distributor").

Altigen Communications Inc – INDUSTRIAL LEASE AGREEMENT Between Landlord: VEF III FUNDING, LLC, a Delaware limited liability company And Tenant: ALTIGEN COMMUNICATIONS, INC., a Delaware corporation Dated: October 1, 2003 For Premises Located At: 4555 CUSHING PARKWAY FREMONT, CALIFORNIA (December 29th, 2003)

THIS INDUSTRIAL LEASE AGREEMENT (hereinafter called the "Lease") is made and entered into as of the date appearing on the first page hereof by and between the Landlord and Tenant identified above.

Altigen Communications Inc – ALTIGEN COMMUNICATIONS, INC. 1999 STOCK PLAN (AS AMENDED ON JUNE 2, 1999 AND AUGUST 15, 2002) (December 29th, 2003)
Altigen Communications Inc – ALTIGEN COMMUNICATIONS INC. DISTRIBUTION AGREEMENT (December 29th, 2003)

THIS DISTRIBUTION AGREEMENT ("Agreement") is made and entered into as of this 22nd day of December, 1999, (the "Effective Date") by and between ALTIGEN COMMUNICATIONS INC., a California corporation, with principal offices at 47427 Fremont Blvd., Fremont, CA 94538 ("AltiGen") and Synnex Information Technologies, Inc., a California corporation, with principal offices at 3797 Spinnaker Court, Fremont, California, 94538 ("Distributor"); both jointly referred to herein as "The Parties".

Altigen Communications Inc – DISTRIBUTOR AGREEMENT (December 29th, 2003)

AGREEMENT made as of the 12 day of June, 2003, by and between AltiGen Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 47427 Fremont Blvd., Fremont, California 94538, hereinafter called the "Supplier" and GRAYBAR ELECTRIC COMPANY, INC., a corporation duly organized and existing under the laws of the State of New York, with its principal office at 34 North Meramec Avenue, St. Louis, Missouri 63105 (Post Office Box 7231, St. Louis, Missouri 63177), hereinafter called "Graybar".

Altigen Communications Inc – FIRST AMENDED PROMISSORY NOTE (December 30th, 2002)

Exhibit 10.25 FIRST AMENDED PROMISSORY NOTE $800,000.00 September 17, 2001 Fremont, California FOR VALUED RECEIVED, the undersigned, GILBERT C.P. HU (the "Employee") and MAY K.R. HU (jointly and severally, the "Borrowers"), promise to pay to ALTIGEN COMMUNICATIONS, INC., a Delaware corporation ("Lender"), at 47427 Fremont Boulevard, Fremont, California, 94538 (or at such other place as Lender may from time to time designate by written notice to Borrower), in lawful money of the United States, the principal sum of Eight Hundred Thousand Dollars ($800,000.00), on the following terms: 1. Payment: On September 30, 2001, the principal amount of Four Hundred Thousand Dollars ($400,000.00) and all accrued interest shall be immediately due and payable in lawful money of

Altigen Communications Inc – 1999 STOCK PLAN (December 30th, 2002)

Exhibit 10.4 ALTIGEN COMMUNICATIONS, INC. 1999 STOCK PLAN (AS AMENDED ON JUNE 2, 1999 AND AUGUST 15, 2002) 1. Purposes of the Plan. The purposes of this 1999 Stock Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of it

Altigen Communications Inc – PROMISSORY NOTE (December 30th, 2002)

Exhibit 10.24 PROMISSORY NOTE SECURED BY DEED OF TRUST $1,000,000 January , 2001 , California FOR VALUE RECEIVED, the undersigned, GILBERT C.P. HU ("Employee") and MAY K.R. HU, husband and wife (jointly and severally, "Borrowers"), promise to pay to the order of ALTIGEN COMMUNICATIONS, INC., a Delaware corporation ("Lender"), at 47427 Fremont Boulevard, Fremont, California 94538 (or at such other place as Lender may from time to time designate by written notice to Borrowers), in lawful money of the United States, the principal sum of One Million One Dollars ($1,000,000). 1. Payment: The principal and interest due pursuant to this Note shall be paid as follows: (a) Upon the occurrence of a Maturity Event (as define

Altigen Communications Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (December 30th, 2002)

Exhibit 10.5 ALTIGEN COMMUNICATIONS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AUGUST 15, 2002 AND NOVEMBER 11, 2002) The following constitute the provisions of the 1999 Employee Stock Purchase Plan of AltiGen Communications, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall

Altigen Communications Inc – ORIGINAL EQUIPMENT MANUFACTURE PRIVATE LABEL AGREEMENT (February 13th, 2002)

EXHIBIT 10.26 ALTIGEN COMMUNICATIONS INC. ORIGINAL EQUIPMENT MANUFACTURE PRIVATE LABEL AGREEMENT THIS ORIGINAL EQUIPMENT MANUFACTURE (OEM) AGREEMENT ("Agreement") is made and entered into as of this l8th day of January, 1999 (the "Effective Date") by and between ALTIGEN COMMUNICATIONS INC., a California corporation, with principal offices at 45635 Northport Loop East, Fremont, CA 94538 ("AltiGen") and AltiSys Communications, a California corporation, with principal offices at 143 Walter Hays Dr., Palo Alto, CA 94303 (OEM"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS 1.1 DEALER means any individual or entity which acquires the Products for the express purpose of resale to others, whether such resale is of the Product as a stand-alone product, as bundled and sold with other software or

Altigen Communications Inc – DISTRIBUTION AGREEMENT (February 13th, 2002)

EXHIBIT 10.27 ALTIGEN COMMUNICATIONS INC. DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement") is made and entered into as of this 22nd day of December, 1999, (the "Effective Date") by and between ALTIGEN COMMUNICATIONS INC., a California corporation, with principal offices at 47427 Fremont Blvd., Fremont, CA 94538 ("AltiGen") and SYNNEX INFORMATION TECHNOLOGIES, INC., a California corporation, with principal offices at 3797 Spinnaker Court, Fremont, California, 94538 ("Distributor"); both jointly referred to herein as "The Parties". 1. DEFINITIONS 1.1 DEALER means any individual or entity which acquires the Products for the express purpose of resale to others, whether such resale is of the Product as a standalone product, as bundled and sold with other software or hardware products, as integrated with other software or

Altigen Communications Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (October 1st, 1999)

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTIGEN COMMUNICATIONS, INC. a Delaware corporation AltiGen Communications, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is AltiGen Communications, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 5, 1999. 2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and restates and amends the Certificate of Incorporation of this corporation to read in its entirety as follows: FIRST: The name of the corporation (h

Altigen Communications Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (September 23rd, 1999)

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTIGEN COMMUNICATIONS, INC. a Delaware corporation AltiGen Communications, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is AltiGen Communications, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 5, 1999. 2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and restates and amends the Certificate of Incorporation of this corporation to read in its entirety as follows: FIRST: The name of the corporation (

Altigen Communications Inc – DISTRIBUTION AGREEMENT (September 23rd, 1999)

EXHIBIT 10.14 [LOGO OF ALTIGEN APPEARS HERE] [LETTERHEAD OF ALTIGEN APPEARS HERE] ALTIGEN COMMUNICATIONS INC. DISTRIBUTION AGREEMENT This Distribution Agreement ("Agreement") is made and entered into as of this 12th day of June, 1998 (the "Effective Date") by and between Altigen Communications Inc., a California corporation, with principal offices at 45635 Northport Loop East, Fremont, CA 94538 ("AltiGen") and INGRAM MICRO INC., a Delaware corporation, with principal offices at 1600 E. St. Andrew Place, Santa Ana, CA 92705 ("Distributor,") both jointly referred to herein as "The Parties". 1. Definitions 1.1 Dealer means any individual or entity which acquires the Products for the express purpose of resale to others, whether such resale is of the Product as a stand-alone product, as bundled and so

Altigen Communications Inc – OEM Private Label License Agreement (September 23rd, 1999)

Exhibit 10.12 OEM Private Label License Agreement This Original Equipment Manufacturer (OEM) License Agreement (the Agreement) is entered into on this __________ day of ________-___________,1998 (the Effective Date) between Renaissance Network Technology Corporation a California Corporation with principal offices at 708 Blossom Hill Road, Suite 172, Los Gatos, CA 95032 (the Licensor) and AltiGen Communications Corporation with principal offices at 45635 Northpoint Loop East, Fremont, CA 94538 (the Licensee). WHEREAS, Licensor has proprietary hardware and software for the interface of Windows NT servers to ISDN networks. WHEREAS, Licensee develops and markets communications servers and certain applications for those servers. WHEREAS, Renaissance Network Technology wishes to grant to Licensee and Licensee desires to obtain certain license rights to manufacture and to distribute Licensor's hard

Altigen Communications Inc – PROMISSORY NOTE (August 27th, 1999)

[LOGO] [LETTERHEAD OF ALTIGEN COMMUNICATIONS, INC. APPEARS HERE] EXHIBIT 10.24 PROMISSORY NOTE 2,262 SHARES February 3, 1997 FOR SERVICES RENDERED, AltiGen Communications, Inc., ("the Company"), hereby acknowledges and confirms it will issue TWO THOUSAND TWO HUNDRED SIXTY-TWO shares of the stock of AltiGen Communications, Inc., valued at the fair market value as of the date of this note to SIMON CHOULDJIAN ("Investor"), on or before December 31, 1998. 1. GOVERNING LAW. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 2. SUCCESSORS AND ASSIGNS. The provisions of this Note shall inure to the benefit of and be binding on any successor

Altigen Communications Inc – UNDERWRITING AGREEMENT (August 27th, 1999)

Exhibit 1.1 Draft of 8/26/99 4,600,000 Shares ALTIGEN COMMUNICATIONS, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- ___________, 1999 CIBC World Markets Corp. Dain Rauscher Wessels, a division of Dain Rauscher Incorporated FAC/Equities, a division of First Albany Corporation c/o CIBC World Markets Corp. World Financial Center New York, New York 10281 On behalf of the Several Underwriters named on Schedule I attached hereto. Ladies and Gentlemen: AltiGen Communications, Inc., a Delaware corporation (the "Company") propose, subject to the terms and conditions contained herein, to sell to you and the other underwriters

Altigen Communications Inc – EMPLOYMENT AGREEMENT (July 15th, 1999)

Exhibit 10.18 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of April 6 , 1999, by and ------ between AltiGen Communications, Inc., a California corporation (the "Company"), and Tricia Chu (the "Employee"). WHEREAS, the Company desires to receive Employee's continued services, and Employee desires to continue providing services to the Company; NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the parties contained in this document, the Company and Employee agree as follows: 1. At-Will Employment. Subject to the provisions of Paragraph 3 ------------------ (Compensation), Employee's employment with the Company is for an unspecified duration and constitutes "at-will" emp

Altigen Communications Inc – EMPLOYMENT AGREEMENT (July 15th, 1999)

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of June 8, 1999, by and between AltiGen Communications, Inc., a California corporation (the "Company"), and Philip McDermott (the "Employee"). WHEREAS, the Company desires to receive Employee's services as Chief Financial Officer, and Employee desires to provide services to the Company; NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the parties contained in this document, the Company and Employee agree as follows: 1. At-Will Employment. Subject to the provisions of Paragraph 3 (Compensation), Employee's employment with the Company is for an unspecified duration and constitutes "at-will" employment. This employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option e

Altigen Communications Inc – ORIGINAL EQUIPMENT MANUFACTURE PRIVATE LABEL AGREEMENT (July 15th, 1999)

EXHIBIT 10.22 ALTIGEN COMMUNICATIONS INC. ORIGINAL EQUIPMENT MANUFACTURE PRIVATE LABEL AGREEMENT THIS ORIGINAL EQUIPMENT MANUFACTURE (OEM) AGREEMENT ("Agreement") is made and entered into as of this 2/th/ day of February, 1999, (the "Effective Date") by --------------------------- and between ALTIGEN COMMUNICATIONS INC., a California corporation, with principal offices at 47247 Fremont Blvd., Fremont, CA 94538 ("AltiGen") and Nitsuko Corporation, with principal offices at 2-6-1 Kitamikata, Takatsu-ku, ------------------- Kawasaki, 213-8511 Japan, ("OEM"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS 1.1 Effective Date means the date this agreement is signed and goes into effect. 1.2 Dealer means any individual or entity which acquires the Products for the express purpose of resale to others,

Altigen Communications Inc – Contract Purchase Agreement (July 15th, 1999)

RADISYS Exhibit 10.15 Contract Purchase Agreement between AltiGen Communications, Inc. & RadiSys Corp. This Contract Purchase Agreement, effective July 31, 1998, between AltiGen Communications, Inc. ("AltiGen"), a U.S corporation with its principal business located at 45635 Northport Loop East, Fremont, CA 94538, and RadiSys Corporation ("RadiSys"), a U.S. corporation with its principal business located at 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124. The parties hereby agree as follows: 1. Intent This agreement outlines the essential terms and conditions of the Development & Purchase agreement being entered into by both parties. It specifies the terms and conditions under which the algorithms will be tested, validated and supported. This contract will remain in full force and effect until it is superseded by another formal c

Altigen Communications Inc – FORM OF INDEMNIFICATION AGREEMENT (July 15th, 1999)

EXHIBIT 10.1 ALTIGEN COMMUNICATIONS, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is entered into as of the ___ day of ____________________, 1999 by and between AltiGen Communications, Inc., a Delaware corporation (the "Company") and ________________ ("Indemnitee"). RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as

Altigen Communications Inc – This memorandum of understanding is by and between: (July 15th, 1999)

EXHIBIT 10.21 [LOGO] [LOGO]Covision [LOGO]HEWLETT ALTIGEN Internet Solutions PACKARD Memorandum of Understanding (MOU) between Hewlett-Packard Covision Internet Solutions Program ("HP") and AltiGen, Inc. ("AltiGen") This memorandum of understanding is by and between: -------------------------------------------------------------------------------- AltiGen, Inc. Hewlett-Packard Company -------------------------------------------------------------------------------- 45635 Northport Loop East Covision Internet Solutions Fremont, CA 94538 5301 Stevens Creek Blvd Santa Clara, CA 95051 -------------------------------------------------------------------------------- The purpose of this MOU is

Altigen Communications Inc – Joint Development Agreement (July 15th, 1999)

EXHIBIT 10.23 Joint Development Agreement Between AltiGen Communications, Inc. and Nitsuko Corporation and Sumisho Electronics Co., Ltd. * Some material in this Exhibit has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. Joint Development Agreement --------------------------- This Joint Development Agreement ("this Agreement") is made and entered into as of the last day written below by and between AltiGen Communications Inc., a California corporation, with principal offices at 46635 Northport Loop East, Fremont, CA 94538 ("Alt

Altigen Communications Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (July 15th, 1999)

EXHIBIT 10.5 ALTIGEN COMMUNICATIONS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of AltiGen Communications, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a) "Board" shall mean the Board of Directors of the C

Altigen Communications Inc – COMPAQ SOLUTIONS ALLIANCE AGREEMENT (July 15th, 1999)

EXHIBIT 10.20 Agreement # __________ COMPAQ SOLUTIONS ALLIANCE AGREEMENT This Compaq Solutions Alliance ("CSA") Agreement is made by and between Compaq Computer Corporation, a Delaware corporation, having it principal address at 20555 S.H. 249, Houston, Texas 77070 ("Compaq"), and AltiGen, a California Corporation, having offices at 45635 Northport Loop East, Fremont, CA 94538 ("CSA member"). 1. DEFINITIONS. (a) "Agreement" means all provisions in the body of this Compaq Solutions Alliance Agreement, the Exhibits attached to it, the CSA Program Guide, the ASE Program materials, the CSA Application and any other CSA Program publications or documents referenced in this Agreement which now exist or which may be hereafter adopted by Compaq. (b) "Annual Fee" means the fee set forth by Compaq in the CSA Progr