Bea Systems Inc Sample Contracts

Bea Systems Inc – For More Information: (February 28th, 2008)
Bea Systems Inc – AGREEMENT AND PLAN OF MERGER dated as of January 16, 2008 among BEA SYSTEMS, INC., ORACLE CORPORATION, and BRONCO ACQUISITION CORPORATION (January 17th, 2008)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 16, 2008, among BEA Systems, Inc., a Delaware corporation (the “Company”), Oracle Corporation, a Delaware corporation (“Parent”), and Bronco Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

Bea Systems Inc – VOTING AGREEMENT (January 17th, 2008)

This VOTING AGREEMENT (this “Agreement”), dated as of January 16, 2008, is entered into by and between the individual listed as “Stockholder” on the signature pages hereof (“Stockholder”) and Oracle Corporation, a Delaware corporation (“Parent”).

Bea Systems Inc – SECOND AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT (January 16th, 2008)

This SECOND AMENDMENT, dated as of January 16, 2008 (this “Amendment”), to the Preferred Stock Rights Agreement, dated as of September 14, 2001, as amended as of January 15, 2003 (the “Rights Agreement”) between BEA Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.), as rights agent (the “Rights Agent”).

Bea Systems Inc – BEA SYSTEMS, INC. AMENDMENT TO STOCK OPTION AGREEMENTS (December 18th, 2007)

This Amendment (the “Amendment”) to the stock options described below (the “Options”), by and between BEA Systems, Inc., a Delaware corporation, and Mark Carges (the “Optionee”) is effective as of December 12, 2007. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the plan document or option agreement related to each Option.

Bea Systems Inc – BEA SYSTEMS, INC. CHANGE IN CONTROL SEVERANCE PLAN Introduction (December 10th, 2007)

The Board of Directors of BEA Systems, Inc. (the “Company”) recognizes that the possibility of a Change in Control of the Company, and the uncertainty it creates, may result in the loss or distraction of employees of the Company to the detriment of the Company and its stockholders.

Bea Systems Inc – October 19, 2007 Andrew Dahlkemper Dear Andrew: (December 10th, 2007)

I am happy to extend the following offer of employment to you with an anticipated start date of November 5, 2007 or earlier. This letter will confirm the terms of your offer of employment with BEA Systems, Inc. (the “Company”).

Bea Systems Inc – ACKNOWLEDGEMENT AGREEMENT (December 10th, 2007)

This Acknowledgement Agreement (“Agreement”) is entered into by and between Alfred Chuang and BEA Systems, Inc., a Delaware corporation (“BEA”) (collectively, “Parties”):

Bea Systems Inc – EMPLOYMENT AGREEMENT (December 10th, 2007)

THIS EMPLOYMENT AGREEMENT is effective as of May 1, 2007 (“Effective Date”), between BEA Systems, Inc., a Delaware corporation (the “Company”), and Thomas M. Ashburn (“Employee”).

Bea Systems Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (December 10th, 2007)

THIS FIRST AMENDMENT to the Employment Agreement dated May 1, 2007 between BEA Systems, Inc., a Delaware corporation (the “Company”), and Thomas M. Ashburn (“Employee”) (the “Agreement”) is effective as of November 1, 2007 (the “First Amendment Effective Date”) (the “First Amendment”).

Bea Systems Inc – WAIVER NO. 5 (December 10th, 2007)

THIS WAIVER NO. 5 (this “Waiver”) is being executed and delivered as of October 9, 2007, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Bea Systems Inc – EMPLOYMENT AGREEMENT (December 10th, 2007)

AGREEMENT, dated as of the 14th day of November 2007 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and Andrew Dahlkemper (the “Executive”).

Bea Systems Inc – EMPLOYMENT AGREEMENT (November 15th, 2007)

AGREEMENT, dated as of the 14th of November, 2005 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and Richard T. Geraffo Jr. (the “Executive”).

Bea Systems Inc – WAIVER NO. 1 (November 15th, 2007)

THIS WAIVER NO. 1 (this “Waiver”) is being executed and delivered as of October 6, 2006, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Bea Systems Inc – BEA SYSTEMS, INC. 2008 EXECUTIVE STAFF BONUS PLAN (November 15th, 2007)

Set forth below is the 2008 Executive Staff Bonus Plan (the “Plan”) for BEA Systems, Inc. (the “Company”). This Plan, under the BEA Systems, Inc. Senior Executive Bonus Plan, is applicable to certain executives who serve on the Company’s Executive Leadership Team (“ELT”), links compensation directly to the Company’s performance, and encourages those executives to make significant contributions towards the success of the Company. A basic premise of the Plan is that the higher one is in the organization, the more their total compensation is “at risk.”

Bea Systems Inc – WAIVER NO. 2 (November 15th, 2007)

THIS WAIVER NO. 2 (this “Waiver”) is being executed and delivered as of December 8, 2006, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Bea Systems Inc – PURCHASE AND SALE AGREEMENT (November 15th, 2007)

This Purchase and Sale Agreement (“Agreement”) is made to be effective as of February 22, 2007 (the “Effective Date”) and is entered into by and between BEA Systems, Inc., a Delaware corporation (“Buyer”) and The Sobrato Family Foundation, a California nonprofit public benefit corporation (“Building Seller”) and Sobrato-Sobrato Investments, a California limited partnership (“Parking Lot Seller”) concerning that certain 17 story building located at 488 Almaden Boulevard, San Jose, California and a separate 23 space on-grade parking lot as more particularly described in the excerpted title reports attached and incorporated into this Agreement as Exhibits A-1 and A-2, respectively (the “Title Reports”).

Bea Systems Inc – WAIVER NO. 4 (November 15th, 2007)

THIS WAIVER NO. 4 (this “Waiver”) is being executed and delivered as of July 9, 2007, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Bea Systems Inc – CREDIT AGREEMENT dated as of July 31, 2006 among BEA SYSTEMS, INC. The Lenders Party Hereto BANK OF AMERICA, N.A., COMERICA BANK and DEUTSCHE BANK AG NEW YORK BRANCH as Co-Documentation Agents CITICORP USA, INC. as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS, INC., as Joint Bookrunners and Joint Lead Arrangers (November 15th, 2007)

CREDIT AGREEMENT (this “Agreement”) dated as of July 31, 2006 among BEA SYSTEMS, INC., the LENDERS party hereto, BANK OF AMERICA, N.A., COMERICA BANK and DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation Agents, CITICORP USA, INC., as Syndication Agent, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Bea Systems Inc – WAIVER NO. 3 (November 15th, 2007)

THIS WAIVER NO. 3 (this “Waiver”) is being executed and delivered as of March 9, 2007, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Bea Systems Inc – NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT «FIRST_NAME» «LAST_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «CITY», «STATE» «ZIP_CODE» «COUNTRY» «EMAIL_ADDRESS» (November 15th, 2007)

Effective, «OPTION_DATE» you have been granted a Non-Qualified Stock Option to buy «SHARES_GRANTED» shares of BEA Systems, Inc. common stock at «OPTION_PRICE» per share.

Bea Systems Inc – LAND PURCHASE AND SALE AGREEMENT (November 15th, 2007)

This Purchase and Sale Agreement (“Agreement”) is entered into by and between BEA Systems, Inc. (“Seller”) and Tishman Speyer Development Corporation (“Buyer”) concerning the approximately 39.26 acres of land, commonly known as 2347 North First Street, San Jose, California (the “Land”), which Land is more particularly described in the title report, attached and incorporated into this Agreement as Exhibit A (the “Title Report”).

Bea Systems Inc – EMPLOYMENT AGREEMENT (November 15th, 2007)

AGREEMENT, dated as of the 1st day of September, 2004 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and David Gai (the “Executive”).

Bea Systems Inc – BEA SYSTEMS, INC. CHANGE IN CONTROL SEVERANCE PLAN Introduction (November 14th, 2007)

The Board of Directors of BEA Systems, Inc. (the “Company”) recognizes that the possibility of a Change in Control of the Company, and the uncertainty it creates, may result in the loss or distraction of employees of the Company to the detriment of the Company and its stockholders.

Bea Systems Inc – FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF BEA SYSTEMS, INC. (November 14th, 2007)
Bea Systems Inc – EMPLOYMENT AGREEMENT (November 14th, 2007)

AGREEMENT, dated as of the 8th day of November 2007 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and Richard Geraffo (the “Executive”).

Bea Systems Inc – EMPLOYMENT AGREEMENT (November 14th, 2007)

AGREEMENT, dated as of the 8th day of November 2007 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and David Gai (the “Executive”).

Bea Systems Inc – STOCK OPTION MODIFICATION AGREEMENT (November 14th, 2007)

This Stock Option Modification Agreement (the “Agreement”) is made and entered into as of the ____ day of November, 2007, by and between BEA Systems, Inc., a Delaware corporation (the “Company”) and the undersigned.

Bea Systems Inc – EMPLOYMENT AGREEMENT (November 14th, 2007)

AGREEMENT, dated as of the 8th day of November 2007 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and Mark Carges (the “Executive”).

Bea Systems Inc – BEA SYSTEMS, INC. 2006 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (May 29th, 2007)

You (the “Grantee”) have been granted a Restricted Stock Unit Award (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Restricted Stock Unit Award Agreement (the “Agreement”), any appendix to the Agreement for the Grantee’s country of residence (the “Appendix”), the BEA Systems, Inc. 2006 Stock Incentive Plan, as amended from time to time (the “U.S. Plan”) and any sub-plan to the U.S. Plan for the Grantee’s country of residence (collectively with the U.S. Plan referred to as the “Plan”), all of which are attached hereto and incorporated herein in their entirety. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

Bea Systems Inc – OPTION NUMBER: «NUM» PLAN: 2006 STOCK INCENTIVE PLAN (May 29th, 2007)

EFFECTIVE «OPTION_DATE» (THE “GRANT DATE”), YOU HAVE BEEN GRANTED A NON-QUALIFIED STOCK OPTION TO BUY «SHARES_GRANTED» SHARES (THE “TOTAL SHARES”) OF BEA SYSTEMS, INC. COMMON STOCK AT US$«OPTION_PRICE» PER SHARE (THE “EXERCISE PRICE”).

Bea Systems Inc – For More Information: (February 22nd, 2007)
Bea Systems Inc – For More Information: (November 15th, 2006)
Bea Systems Inc – BEA SYSTEMS, INC. SENIOR EXECUTIVE BONUS PLAN (July 24th, 2006)
Bea Systems Inc – BEA SYSTEMS, INC. 2006 STOCK INCENTIVE PLAN Adopted on July 19, 2006 (July 24th, 2006)