Xionics Document Technologies Inc Sample Contracts

Xionics Document Technologies Inc – TO EMPLOYMENT AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.24 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (the "Amendment") is made and entered into this ___ day of November, 1998 by and between Xionics Document Technologies, Inc. ("Xionics") and Peter J. Simone ("Simone"). WHEREAS, Xionics entered into an Employment Agreement with Simone as of March 18, 1998 (the "Agreement"); and WHEREAS, the parties now desire to amend the Agreement as set forth herein in order to effectuate a resolution of Xionics' Board of Directors (the "Board") adopted on October 28, 1998 regarding the extension of certain executives' and senior managers' time to exercise vested stock options in the event their employment is terminated in connection with a change of control of the Company; NOW THEREFORE, the parties hereby agree that the Agreement is amended by adding the followi

Xionics Document Technologies Inc – TO EMPLOYMENT AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.25 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to Employment Agreement (the "Amendment") is made and entered into this ___ day of December, 1998 by and between Xionics Document Technologies, Inc. ("Xionics") and Peter J. Simone ("Simone"). WHEREAS, Xionics entered into an Employment Agreement with Simone as of March 18, 1998 (the "Agreement"), and amended that Agreement as of November 23, 1998 to provide for an extension of time to exercise stock options in the event Mr. Simone's employment with Xionics is terminated in connection with a change of control of Xionics (the "Prior Amendment"); and WHEREAS, the parties now desire to further amend the Agreement as set forth herein in order to effectuate a resolution of the Compensation Committee of Xionics' Board of Directors (the "Committee") adopted on October 28, 1998; N

Xionics Document Technologies Inc – AMENDMENT TO RIGHTS AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.27 AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT, dated as of July 29, 1999, is between XIONICS DOCUMENT TECHNOLOGIES, INC., a Delaware corporation (the "COMPANY"), and BANKBOSTON, N.A., as rights agent (the "RIGHTS AGENT"). RECITALS A. The Company and the Rights Agent are parties to a Rights Agreement, dated as of April 15, 1998 (the "RIGHTS AGREEMENT"). B. The Company, Oak Technology, Inc. ("OAK"), and a wholly-owned subsidiary of Oak ("MERGER SUB") have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), pursuant to which Sub will merge with the Company (the "MERGER") and the Company will become a wholly-owned subsidiary of Oak. The Board of Directors of the Company has approved the Merger Agreement and the Oak. C. Pursuant to Section 28 of the Rights Agreement

Xionics Document Technologies Inc – THIRD LOAN MODIFICATION AGREEMENT (September 13th, 1999)

1 Exhibit 10.23 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement ("this Agreement") is made as of February 12, 1999 between Xionics Document Technologies, Inc., a Delaware corporation (the "Borrower") and Fleet National Bank (the "Bank") (being the successor by merger to Fleet Bank of Massachusetts, N.A.). For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank act and agree as follows: 1. Reference is made to: (i) that certain letter agreement dated September 27, 1995 among the Borrower, Xionics, Inc. ("Xionics") and Fleet Bank of Massachusetts, N.A., as amended by letter dated May 9, 1996, by Loan Modification Agreement dated as of August 21, 1996 and by Second Loan Modification Agreement dated as of December 31, 1997 (as so amended, the "Letter Agreement"), the Bank having suc

Xionics Document Technologies Inc – TECHNOLOGY AND SERVICES AGREEMENT (October 8th, 1998)

Exhibit 10.17 TECHNOLOGY AND SERVICES AGREEMENT TECHNOLOGY AND SERVICES AGREEMENT ("Agreement") entered into June 19, 1998 (the "Effective Date") between XIONICS DOCUMENT TECHNOLOGIES, INC., 70 Blanchard Road, Burlington, MA 01803 U.S.A. ("Xionics") and HEWLETT-PACKARD COMPANY, 11311 Chinden Boulevard, Boise, ID 83714 ("Customer"). Xionics owns or licenses software and technology products useful for the control of printers and other electronic imaging devices, and provides certain related engineering, maintenance and other services. Customer is an Original Equipment Manufacturer ("OEM") of such devices (the specific devices referenced in Attachments to this Agreement are referred to as "Customer's Devices" or "Devices"), and wishes to license certain software and technology products, and/or obtain certain related services from Xionics. Accordingly, Xionics and Customer agree as follows: 1. Produ

Xionics Document Technologies Inc – SECOND LOAN MODIFICATION AGREEMENT (September 28th, 1998)

1 Exhibit 10.19 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement ("this Agreement") is made as of December 31, 1997 between Xionics Document Technologies, Inc., a Delaware corporation (the "Borrower") and Fleet National Bank (successor by merger to Fleet Bank of Massachusetts, N.A.) (the "Bank"). For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank act and agree as follows: 1. Reference is made to: (i) that certain letter agreement dated September 27, 1995 among the Borrower, Xionics, Inc. ("Xionics") and Fleet Bank of Massachusetts, N.A., as amended by letter dated May 9, 1996 and by Loan Modification Agreement dated as of August 21, 1996 (as so amended, the "Letter Agreement"), the Bank having succeeded to the rights of Fleet Bank of Massachusetts, N.A. thereunder and Xionics having b

Xionics Document Technologies Inc – EMPLOYMENT AGREEMENT (September 28th, 1998)

1 Exhibit 10.20 3/5/98 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into this 18th day of March, 1998 by and between Xionics Document Technologies, Inc. ("Xionics") and Peter J. Simone ("Simone"). WHEREAS, Xionics engaged Simone as President as of April 1, 1997, and additionally as Chief Executive Officer as of October 21, 1997; and WHEREAS, Xionics' Board of Directors (the "Board") believes that it is in the best interests of Xionics and its stockholders that Simone be provided with an incentive to continue his employment with Xionics and to maximize the value of Xionics for its stockholders; NOW THEREFORE, the parties hereby agree as follows: 1. EMPLOYMENT. Xionics hereby ratifies and confirms its employment of Simone, and Simone hereby ratifies and confirms his

Xionics Document Technologies Inc – RIGHTS AGREEMENT (September 28th, 1998)

1 Exhibit 10.18 -------------------------------------------------------------------------------- XIONICS DOCUMENT TECHNOLOGIES, INC. AND BANKBOSTON, N.A. AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF APRIL 15, 1998 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page ---- Section 1. Certain Definitions ...................................... 1 Section 2. Appointment of Rights Agent .............................. 5 Section 3. Issue of Rights Certificates ............................. 5 Sect

Xionics Document Technologies Inc – STOCK PURCHASE AGREEMENT (September 28th, 1998)

1 Exhibit 10.14 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of the 13th day of August, 1997, by and between Xionics, Inc., a Delaware corporation ("Xionics"), Xionics Document Technologies, Inc., a Delaware corporation ("XDT"), those parties listed in Exhibit A hereto ("Sellers"), and Seaport Imaging, a California corporation ("Company"). WHEREAS, Sellers are the owners of 1,045,000 shares of common stock (collectively the "Shares") of Seaport Imaging (the "Company"), which Shares, as of the Closing Date, shall constitute one hundred percent of the issued and outstanding capital stock of the Company; and WHEREAS, Xionics desires to purchase the Shares from the Sellers, and Sellers desire to sell the Shares to Xionics, upon the terms and subject to the conditions he

Xionics Document Technologies Inc – EMPLOYMENT AGREEMENT (September 28th, 1998)

1 Exhibit 10.15 9/4/97 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into this ___ day of September, 1997, by and between Xionics, Inc. (the "Employer") and Larry Krummel (the "Employee"). WHEREAS, the Employer is a wholly-owned subsidiary of Xionics Document Technologies, Inc. a Delaware corporation; and WHEREAS, the Employer intends to purchase from the Employee all of the shares held by the Employee in Seaport Imaging ("Seaport"), a California corporation which, it is intended, will become a wholly-owned subsidiary of the Employer on the date of closing of the Employer's purchase of all of the shares in Seaport from their current owners (the "Closing Date"); and WHEREAS, Employer wishes to employ the Employee as Senior Director of Imaging, and the Employee wishes to

Xionics Document Technologies Inc – STOCK OPTION AGREEMENT (September 28th, 1998)

1 Exhibit 10.22 XIONICS DOCUMENT TECHNOLOGIES, INC. STOCK OPTION AGREEMENT (TIME VESTED) AGREEMENT dated this <> of <>, <>, between Xionics Document Technologies, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the individual identified below, residing at the address there set out (the "Optionee"). 1. GRANT OF OPTION. Pursuant to the Company's 1993 Stock Option Plan as attached hereto as EXHIBIT A (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of <> shares (the "Optioned Shares") of the Company's Common Stock, par value $.01 per share (the "Stock"), at a price of __________________ cents per share. This Option is granted as of the date hereof. 2. CHARACTER OF OPTION. This Option is

Xionics Document Technologies Inc – PRESS RELEASE (November 4th, 1997)

PRESS RELEASE XIONICS Robert Gilkes Chairman Xionics Document Technologies, Inc. (617) 229-7000 Xionics Document Technologies, Inc. Announces Senior Management Promotions BURLINGTON, MASS. - OCTOBER 21,1997 - Robert Gilkes, Chairman of the Board of Xionics Document Technologies, Inc. (NASDAQ:XION), today announced the following senior management promotions. Peter Simone, currently President and Chief Operating Office is appointed Chief Executive Officer and will retain the post of President. Rosemary Grande, currently Senior Vice President - Strategic Accounts, assumes the post of Chief Operating Officer. Edward Mallen, currently Vice President - World Wide Sales, is promoted to Executive Vice President - Sales and Marketing. Frank Monaco, currently Vice President - Research and Development, is promoted to Senior Vice President and Chief T

Xionics Document Technologies Inc – SECOND AMENDMENT TO LEASE (September 29th, 1997)

1 Exhibit 10.13 SECOND AMENDMENT TO LEASE This Second Amendment to Lease is dated as of the 1st day of August, 1997 by and between E & F Realty Associates Limited Partnership ("Landlord") and Xionics Document Technologies, Inc. ("Tenant"). WITNESSETH: ---------- WHEREAS, Landlord and Tenant are parties to a certain Lease dated November 29, 1994 (the "Lease") with respect to 30,000 rentable square feet of space on the first and fifth floors of 70 Blanchard Road, Burlington, Massachusetts (the "Building"); WHEREAS, the Lease was amended by that certain First Amendment to Lease dated August 9, 1995, wherein Landlord and Tenant acknowledged that Tenant had previously added floor area to its Premises by exercise of a certain right of first refusal and wherein additional space was added to the Premises (all

Xionics Document Technologies Inc – SECURITIES PURCHASE AGREEMENT (September 29th, 1997)

1 Exhibit 10.14 6/20/97 WAVEMARK TECHNOLOGIES, INC. 70 Blanchard Road Burlington, Massachusetts 01803 SECURITIES PURCHASE AGREEMENT Dated as of: June 20, 1997 To: Xionics Document Technologies, Inc. 70 Blanchard Road Burlington, Massachusetts 01803 Ladies and Gentlemen: The undersigned, WaveMark Technologies, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to Xionics Document Technologies, Inc. (the "INVESTOR") certain Preferred Stock of the Company on the terms and subject to the conditions contained in this Agreement. Accordingly, the pa

Xionics Document Technologies Inc – STOCK OPTION AGREEMENT (September 29th, 1997)

1 Exhibit 10.15 [XIONICS LOGO] XIONICS DOCUMENT TECHNOLOGIES, INC. STOCK OPTION AGREEMENT (TIME VESTED) AGREEMENT dated this 27th of June, 1997, between Xionics Document Technologies, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the individual identified below, residing at the address there set out (the "Optionee"). 1. GRANT OF OPTION. Pursuant to the Company's 1996 Stock Option Plan as attached hereto as EXHIBIT A (the "Plan"), the Company grants to the Optionee an option (the "Option") to purchase from the Company all or any part of a total of 150,000 shares (the "Optioned Shares") of the Company's Common Stock, par value $.01 per share (the "Stock"), at a price of Elev