Geotel Communications Corp Sample Contracts

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (May 11th, 1999)

1 EXHIBIT 10.1 EXECUTIVE CHANGE IN CONTROL AGREEMENT AGREEMENT made as of this 12th day of March, 1999 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Littleton, Massachusetts (the "Company") and John McMahon (the "Executive"). 1. PURPOSE. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, th

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (May 11th, 1999)

1 EXHIBIT 10.3 EXECUTIVE CHANGE IN CONTROL AGREEMENT ------------------------------------- AGREEMENT made as of this 1st day of December, 1997 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Lowell, Massachusetts (the "Company") and Judith A. Kelly (the "Executive"). 1. PURPOSE. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of t

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (May 11th, 1999)

1 EXHIBIT 10.2 EXECUTIVE CHANGE IN CONTROL AGREEMENT AGREEMENT made as of this 12th day of March, 1999 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Littleton, Massachusetts (the "Company") and Jane Eisenberg (the "Executive"). 1. PURPOSE. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, th

Geotel Communications Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (April 22nd, 1999)

1 Exhibit 2.1 ----------- EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CISCO SYSTEMS, INC., GERONIMO MERGER CORP. AND GEOTEL COMMUNICATIONS CORPORATION DATED AS OF APRIL 12, 1999 2 TABLE OF CONTENTS PAGE ----

Geotel Communications Corp – STOCK OPTION AGREEMENT (April 22nd, 1999)

1 Exhibit 99.1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of April 12, 1999, by and between, Cisco Systems, Inc., a California corporation ("Parent"), and GeoTel Communications Corporation, a Delaware corporation ("Company"). WHEREAS, concurrently with the execution and delivery of this Agreement, Company, Parent and Geronimo Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the "Reorganization Agreement"), which provides that, among other things, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Company (the "Merger"), with Company continuing as the surviving corporation; and WHEREAS, as

Geotel Communications Corp – FORM OF STOCKHOLDER AGREEMENT (April 22nd, 1999)

1 Exhibit 99.2 FORM OF STOCKHOLDER AGREEMENT This Stockholder Agreement (the "Agreement") is made and entered into as of April 12, 1999, between Cisco Systems, Inc., a California corporation ("Parent"), Geronimo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the undersigned stockholder ("Stockholder") of GeoTel Communications Corporation, a corporation existing under the laws of Delaware ("Company"). RECITALS WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated as of April 12, 1999, among Parent, Merger Sub and Company (such agreement as it may be amended or restated is hereinafter referred to as the "Reorganization Agreement"), the parties agreed that concurrently with the execution of the Reorganization Agreement and as an inducement to Pa

Geotel Communications Corp – 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN (March 26th, 1999)

1 EXHIBIT 10.25 GEOTEL COMMUNICATIONS CORPORATION SECOND AMENDED AND RESTATED 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives to the employees of GeoTel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Option" or "Options"). As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regu

Geotel Communications Corp – 1995 STOCK OPTION PLAN (November 10th, 1998)

1 EXHIBIT 10.1 SECOND AMENDED AND RESTATED GEOTEL COMMUNICATIONS CORPORATION 1995 STOCK OPTION PLAN (AS AMENDED AUGUST 5, 1996 AND AUGUST 31, 1998) 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives: (a) to the officers and other employees of GeoTel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); and (b) to officers, employees, consultants and directors of the Company and any present or future subsidiaries by providing them with opportunities to purchase

Geotel Communications Corp – AMENDED AND RESTATED 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN (November 10th, 1998)

1 EXHIBIT 10.2 GEOTEL COMMUNICATIONS CORPORATION AMENDED AND RESTATED 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives to the employees of GeoTel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Option" or "Options"). As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regulations"). 2. St

Geotel Communications Corp – 1996 EMPLOYEE STOCK PURCHASE PLAN (August 11th, 1998)

1 Exhibit 10.1 GEOTEL COMMUNICATIONS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated on June 1, 1998) 1. PURPOSE It is the purpose of this 1996 Employee Stock Purchase Plan to provide a means whereby eligible employees may purchase Common Stock of GeoTel Communications Corporation (the "Company") and any subsidiaries as defined below through after-tax payroll deductions. It is intended to provide a further incentive for employees to promote the best interests of the Company and to encourage stock ownership by employees in order that they may participate in the Company's economic growth. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code and the provisions of this Plan shall be construed in a manne

Geotel Communications Corp – 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN (August 11th, 1998)

1 Exhibit 10.2 GEOTEL COMMUNICATIONS CORPORATION 1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives to the employees of GeoTel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Option" or "Options"). As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code and the Treasury Regulations promulgated thereunder (the "Regulations"). 2. Stock Subje

Geotel Communications Corp – FIRST SUBLEASE AMENDMENT (March 31st, 1998)

1 Exhibit 10.24 FIRST SUBLEASE AMENDMENT TIES SUBLEASE AMENDMENT is executed as of the 29th day of October, 1997 by and between National Medical Care, Inc. ("Sublandlord") and GeoTel Communications Corporation ("Subtenant"). WHEREAS, Sublandlord and Subtenant entered into a Sublease dated as of February 7, 1997 (the "Sublease") for certain premises located within a building situated at 900 Chelmsford Street, Lowell, Massachusetts and more particularly described in the Sublease (the "Subleased Premises"); WHEREAS, Sublandlord and Subtenant now wish to amend the Sublease; NOW, THEREFORE, Sublandlord and Subtenant hereby amend the Sublease as follows: I. Addendum I is deleted in its entirety and replaced with the following: Subtenant agrees to sublease additional space comprised of approximately 19,337 square feet located on the 13th Floor of Tower II. Prio

Geotel Communications Corp – SOFTWARE AGREEMENT (August 8th, 1997)

1 EXHIBIT 10.22 ISSUE 2. DIGITAL & GEOTEL SOFTWARE AGREEMENT INCORPORATING LICENSING RIGHTS 2 CONTENTS PAGE NOS 1. Definitions 3 2. Term of Agreement 5 3. The Work 5 4. Variations 6 5. The Price 6 6. Delivery 7 7. Receipt of the Software

Geotel Communications Corp – SUBLEASE (March 27th, 1997)

1 EXHIBIT 10.23 SUBLEASE THIS SUBLEASE made as of the ____day of February, 1997 between National Medical Care, Inc. d/b/a Fresenius Medical Care - North America, a Delaware corporation having a usual place of business at 95 Hayden Avenue, Lexington, Massachusetts 02173 (hereinafter called "Sublandlord"), and Geotel Communications Corporation, a Delaware corporation having a place of business at 25 Porter Drive, Littleton, Massachusetts 01460 (hereinafter called "Subtenant"). WHEREAS, by a lease dated as of October 23,1995, (hereinafter called the "Main Lease"), a copy of which is attached hereto as Exhibit A with the rental amounts deleted, Cross Point Limited Partnership (hereinafter called "Landlord"), leased to Sublandlord approximately 142,753 square feet of space in the building located at 900 Chelmsford Street, Lowell, Massachusetts (the "Main Premises") up

Geotel Communications Corp – SOFTWARE AGREEMENT (March 27th, 1997)

1 EXHIBIT 10.22 ISSUE 2. DIGITAL & GEOTEL SOFTWARE AGREEMENT INCORPORATING LICENSING RIGHTS 2 CONTENTS PAGE NOS 1. Definitions 3 2. Term of Agreement 5 3. The Work 5 4. Variations 6 5. The Price 6 6. Delivery 7 7. Receipt of the Software

Geotel Communications Corp – SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT (November 19th, 1996)

1 Confidential Material Omitted and Filed Separately with the Securities and Exchange Commission. * denotes omissions. EXHIBIT 10.6 SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT ------------------------------------------- Agreement made as of the 29th day of March, 1996, by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business at 25 Porter Road Littleton, Massachusetts, USA, 01460 ("GEOTEL") and OPTUS Systems PTY Ltd ACN: 056-541-167, an Australian Corporation with its principal place of business at 101 Miller Street, North Sydney, NSW 2060, Australia ("OPTUS"). In consideration of the mutual covenants and agreements contained in this Agreement, GEOTEL and OPTUS hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

Geotel Communications Corp – UNDERWRITING AGREEMENT (November 19th, 1996)

1 2,200,000 SHARES GEOTEL COMMUNICATIONS CORPORATION Common Stock ($.01 Par Value) UNDERWRITING AGREEMENT November , 1996 Alex. Brown & Sons Incorporated Wessels, Arnold & Henderson, L.L.C. As Representatives of the Several Underwriters c/o Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 Gentlemen: GeoTel Communications Corporation, a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 2,200,000 shares of the Company's Common Stock, $.01 par value (the "Firm Shares"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters

Geotel Communications Corp – SOFTWARE LICENSE AND TECHNICAL SUPPORT AGREEMENT (November 19th, 1996)

1 Confidential Material Omitted and Filed Separately with the Securities and Exchange Commission. * denotes omissions. EXHIBIT 10.5 GEOTEL COMMUNICATIONS CORPORATION AGREEMENT # 20-810816 --------- SOFTWARE LICENSE AND TECHNICAL SUPPORT AGREEMENT This Agreement is entered into between GeoTel Communications Corporation, a Delaware corporation with its principal place of business at 25 Porter Road, Littleton, MA 01460 ("GeoTel") and MCI Telecommunications Corporation, a Delaware Corporation with a principal place of business at 1801 Pennsylvania Avenue, NW, Washington, DC 20036 ("Licensee") as of June 17, 1996 (the "Effective Date"). WHEREAS, GeoTel is in the business of licensing software and related documentation that provide and support call management services, and further makes available related technical support, configuration and installation services, and other su

Geotel Communications Corp – DEVELOPMENT/LICENSE AGREEMENT (November 19th, 1996)

1 Confidential Material Omitted and Filed Separately with the Securities and Exchange Commission. * denotes omissions. EXHIBIT 10.4 DEVELOPMENT/LICENSE AGREEMENT ----------------------------- Agreement made this 4th day of March 1994 between GeoTel Communications Corporation, a corporation with its principal place of business at 25 Porter Road, Littleton, Massachusetts 01460 ("Licensee") and DANAR Corporation, a corporation with its principal place of business at 1608 NE 179th Street, Seattle, Washington 98155 ("Licensor"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, worldwide, non-exclusive license to use the software program(s) (the "Program") identified on Exhib

Geotel Communications Corp – UNDERWRITING AGREEMENT (November 5th, 1996)

1 HALE AND DORR DRAFT OF 10/31/96 2,200,000 Shares GEOTEL COMMUNICATIONS CORPORATION Common Stock ($.01 Par Value) UNDERWRITING AGREEMENT November ____, 1996 Alex. Brown & Sons Incorporated Wessels, Arnold & Henderson, L.L.C. As Representatives of the Several Underwriters c/o Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 Gentlemen: GeoTel Communications Corporation, a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom

Geotel Communications Corp – 1995 STOCK OPTION PLAN (October 2nd, 1996)

1 EXHIBIT 10.18 GEOTEL COMMUNICATIONS CORPORATION 1995 STOCK OPTION PLAN (AS AMENDED AUGUST 5, 1996) 1. Purpose of the Plan. This stock option plan (the "Plan") is intended to provide incentives: (a) to the officers and other employees of Geotel Communications Corporation (the "Company") and any present or future subsidiaries of the Company by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); and (b) to officers, employees, consultants and directors of the Company and any present or future subsidiaries by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not

Geotel Communications Corp – STOCK PURCHASE AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.1 GEOTEL COMMUNICATIONS CORPORATION 1,712,329 Shares of Series C Convertible Participating Preferred Stock ------------------ STOCK PURCHASE AGREEMENT ------------------ August 9, 1995 Geotel Communications Corporation Stock Purchase Agreement August , 1995 2 INDEX Page ---- SECTION 1 TERMS OF PURCHASE.............................

Geotel Communications Corp – 1993 RESTRICTED STOCK PURCHASE PLAN (October 2nd, 1996)

1 EXHIBIT 10.19 GEOTEL COMMUNICATIONS CORPORATION 1993 RESTRICTED STOCK PURCHASE PLAN 1. PURPOSE. The purpose of the Geotel Communications Corporation Restricted Stock Purchase Plan (the "Plan") is to attract and retain the services of experienced and knowledgeable directors, officers, consultants and other key personnel (individually a "Participant," collectively "Participants") of Geotel Communications Corporation (the "Corporation") or any subsidiary for the benefit of the Corporation and its stockholders and to provide additional incentive for Participants to promote the success of the Corporation or its subsidiaries through continuing ownership of its common stock. 2. SHARES SUBJECT TO PLAN. The total number of shares of common stock, par value $.01 per share ("Shares"), of the Corporation which may be subject to the Plan shall

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.14 EXECUTIVE CHANGE IN CONTROL AGREEMENT AGREEMENT made as of this 26th day of September, 1996 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Littleton, Massachusetts (the "Company") and G. Wayne Andrews (the "Executive"). 1. Purpose. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, t

Geotel Communications Corp – PROMISSORY NOTE (October 2nd, 1996)

1 EXHIBIT 10.12 PROMISSORY NOTE BORROWER: GEOTEL COMMUNICATIONS CORPORATION 25 PORTER ROAD LITTLETON, MA 01460 LENDER: SILICON VALLEY BANK, A CALIFORNIA-CHARTERED BANK DOING BUSINESS AS SILICON VALLEY EAST WELLESLEY OFFICE PARK 40 WILLIAM STREET, SUITE 350 WELLESLEY, MA 02181 -------------------------------------------------------------------------------- PRINCIPAL AMOUNT: $214,782.53 INITIAL RATE: 9.250% DATE OF NOTE: MARCH 1, 1996 PROMISE TO PAY. GEOTEL COMMUNICATIONS CORPORATION {"BORROWER") PROMISES TO PAY TO SILICON VALLEY BANK, A CALIFORNIA-CHARTERED BANK, WITH A LOAN PRODUCTION OFFICE IN WELLESLEY, MASSACHUSETTS, DOING BUSINESS AS SILICON VALLEY EAST ("LEND

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.13 EXECUTIVE CHANGE IN CONTROL AGREEMENT AGREEMENT made as of this 26th day of September, 1996 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Littleton, Massachusetts (the "Company") and Timothy J. Allen (the "Executive"). 1. Purpose. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, t

Geotel Communications Corp – STOCKHOLDERS AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.2 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AGREEMENT, made as of the 9th day of August, 1995, by and among GEOTEL COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), those persons listed on Schedule I hereto as Management Stockholders (each a "Management Stockholder" and collectively the "Management Stockholders"), John C. Thibault ("Thibault"), those persons listed on Schedule I hereto as Existing Investors (each an "Existing Investor" and collectively the "Existing Investors"), and those persons listed on Schedule I hereto as New Investors (each a "New Investor" and collectively the "New Investors" and with the Existing Investors, collectively, the "Investors"). The Management Stockholders, Thibault and the Investors are collectively referred to herein as the "Stockholders". WHEREAS, the Management Stock

Geotel Communications Corp – CERTIFICATE OF INCORPORATION (October 2nd, 1996)

1 EXHIBIT 3.2 RESTATED CERTIFICATE OF INCORPORATION OF GEOTEL COMMUNICATIONS CORPORATION GEOTEL COMMUNICATIONS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows: The Corporation was originally incorporated under the name of "GEOTEL COMMUNICATIONS CORPORATION" and the date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 4, 1993. The Corporation filed Certificates of Amendment to its original Certificate of Incorporation on September 29, 1993, December 3, 1993, February 10, 1994, July 28, 1994, March 23, 1995, June 1, 1995, August 9, 1995, January 23, 1996 , Septembe

Geotel Communications Corp – SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.6 SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT ------------------------------------------- Agreement made as of the 29th day of March, 1996, by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business at 25 Porter Road Littleton, Massachusetts, USA, 01460 ("GEOTEL") and OPTUS Systems PTY Ltd ACN: 056-541-167, an Australian Corporation with its principal place of business at 101 Miller Street, North Sydney, NSW 2060, Australia ("OPTUS"). In consideration of the mutual covenants and agreements contained in this Agreement, GEOTEL and OPTUS hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: (a) "OPTUS SUBLICENSE" means the license granted by OPTUS to a Customer to use the Program subject to the terms and con

Geotel Communications Corp – EXECUTIVE CHANGE IN CONTROL AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.16 EXECUTIVE CHANGE IN CONTROL AGREEMENT AGREEMENT made as of this 26th day of September, 1996 by and between GeoTel Communications Corporation, a Delaware corporation with its principal place of business in Littleton, Massachusetts (the "Company") and Louis J. Volpe (the "Executive"). 1. Purpose. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, th

Geotel Communications Corp – LEASE AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.7 LEASE AGREEMENT BY AND BETWEEN NATIONWIDE LIFE INSURANCE COMPANY AND GEOTEL COMMUNICATIONS CORPORATION 2 EXHIBIT D --------- RULES ----- 1. Tenant shall not obstruct or encumber or use for any purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other part of the Building not exclusively occupied by Tenant. Landlord shall have the right to control and operate the public portions of the Building and the facilities furnished for common use of the tenants, in such manner as Landlo

Geotel Communications Corp – LOAN MODIFICATION AGREEMENT (October 2nd, 1996)

1 Exhibit 10.8 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of September 11, 1996, by and between GeoTel Communications Corporation ("Borrower") whose address is 25 Porter Road, Littleton, MA 01460 and Silicon Valley Bank, a California-chartered bank ("Lender"), with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, MA 02181, doing business under the name "Silicon Valley East". 1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Promissory Note, dated May 18, 1994 in the original principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the "Term Note 1"), a Promissory Not

Geotel Communications Corp – SOFTWARE LICENSE AND TECHNICAL SUPPORT AGREEMENT (October 2nd, 1996)

1 EXHIBIT 10.5 GEOTEL COMMUNICATIONS CORPORATION AGREEMENT # 20-810816 --------- SOFTWARE LICENSE AND TECHNICAL SUPPORT AGREEMENT This Agreement is entered into between GeoTel Communications Corporation, a Delaware corporation with its principal place of business at 25 Porter Road, Littleton, MA 01460 ("GeoTel") and MCI Telecommunications Corporation, a Delaware Corporation with a principal place of business at 1801 Pennsylvania Avenue, NW, Washington, DC 20036 ("Licensee") as of June 17, 1996 (the "Effective Date"). WHEREAS, GeoTel is in the business of licensing software and related documentation that provide and support call management services, and further makes available related technical support, configuration and installation services, and other support services; and WHEREAS, GeoTel and Licensee desire to establish the terms and conditions, including without

Geotel Communications Corp – UNDERWRITING AGREEMENT (October 2nd, 1996)

1 EXHIBIT 1.1 HALE AND DORR DRAFT OF 9/27/96 ___________ Shares GEOTEL COMMUNICATIONS CORPORATION Common Stock ($.01 Par Value) UNDERWRITING AGREEMENT October ____, 1996 Alex. Brown & Sons Incorporated Wessels, Arnold & Henderson, L.L.C. As Representatives of the Several Underwriters c/o Alex. Brown & Sons Incorporated 135 East Baltimore Street Baltimore, Maryland 21202 Gentlemen: GeoTel Communications Corporation, a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are

Geotel Communications Corp – FOUNDERS REGISTRATION RIGHTS AGREEMENT (October 2nd, 1996)

1 Exhibit 10.3 AMENDED AND RESTATED FOUNDERS REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 9th day of August, 1995, by and among GEOTEL COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), and those persons listed on Schedule I as Founders (the "Founders"). WHEREAS, the Founders own shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"); and WHEREAS, the Company and certain of the Founders have previously entered into a Founders Registration Rights Agreement dated as of September 30, 1993 and an Amended and Restated Founders Registration Rights Agreement dated as of July 29, 1995 (collectively, the "Prior Agreement"); and WHEREAS, the Company and the Founders wish to enter into this Agreement in order to amend and restate in its entirety the Prior Agreement. NOW, THEREF