Vignette Corp Sample Contracts

Vignette Corp – AMENDMENT TO RIGHTS AGREEMENT (May 6th, 2009)

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 5, 2009 between VIGNETTE CORPORATION (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

Vignette Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG OPEN TEXT CORPORATION, SCENIC MERGER CORP. AND VIGNETTE CORPORATION Dated as of May 5, 2009 (May 6th, 2009)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 5, 2009 by and among OPEN TEXT CORPORATION, a Canadian corporation (“Parent”), SCENIC MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and VIGNETTE CORPORATION, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Vignette Corp – AMENDMENT TO RIGHTS AGREEMENT (May 6th, 2009)

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 5, 2009 between VIGNETTE CORPORATION (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

Vignette Corp – PRESS RELEASE Open Text to Acquire Vignette (May 6th, 2009)

Waterloo, ON and Austin, TX, – May 06, 2009 – Open Text™ Corporation (NASDAQ:OTEX) (TSX: OTC), a global leader in Enterprise Content Management (ECM) software, and Vignette Corporation (NASDAQ:VIGN), the company that the world’s leading brands rely on for innovative and dynamic web experiences, today announced that they have entered into a definitive agreement pursuant to which Vignette will become a wholly owned subsidiary of Open Text.

Vignette Corp – Fiscal Year and Fourth Quarter 2008 Financial Results Prepared Remarks Forward- looking Statements (February 3rd, 2009)

Our comments today may include forward-looking statements related to Vignette that involve risks and uncertainties, including, but not limited to, quarterly fluctuations in results, management of growth, market acceptance of certain products, integration of acquisitions, general economic conditions and other risks.

Vignette Corp – Dear Alex: (November 7th, 2008)

This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on November 14, 2008 (the “Termination Date”). All of the provisions of this letter (“Agreement”) are subject to, and conditioned upon, your signing and returning to us a copy of the Letter Agreement, and complying with its terms.

Vignette Corp – Amendment No. 3 to Amended and Restated Master Services Agreement (November 7th, 2008)

This Amendment NO.3 to (the “Transition Amendment”) to the Amended and Restated Master Services Agreement between Virtusa Corporation (“Virtusa”) and Vignette Corporation (“Vignette”) dated as of November 1, 2005, including Attachment 1 thereto, each as amended (the “Agreement”) is entered into this 27 day of August, 2008 (“Effective Date”).

Vignette Corp – Unaudited pro forma consolidated financial statements (July 1st, 2008)

The pro forma consolidated financial information is a presentation of historical results with accounting adjustments necessary to reflect the estimated pro forma effect of the acquisition by Vignette Corporation (the “Company”) of MicroNets, Inc. on the financial position and results of operations of the Company and is presented for information purposes only. The pro forma consolidated financial information should not be construed to be indicative of the combined financial position or results of operations that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.

Vignette Corp – OFFER LETTER AGREEMENT WITH SOMESH SINGH (March 11th, 2008)

I am pleased to extend to you an offer to join Vignette Corporation (“Vignette” or “the Company”) as our Senior Vice President of R&D and Technical Operations starting on or before February 13, 2007. In this capacity, you will perform the duties, undertake the responsibilities and exercise the authority as customary for persons situated in a similar executive capacity. You will report directly to me, with a work location of Austin, Texas and you will promote the business of the Company on a full time basis. This offer, if not formally accepted before then, will expire on January 17th, 2007.

Vignette Corp – VIGNETTE REPORTS FOURTH QUARTER AND FISCAL YEAR 2006 FINANCIAL RESULTS Strong Q4 performance closes out a productive year for Vignette (January 25th, 2007)

AUSTIN, Texas — January 25, 2007 — Vignette Corporation (NASDAQ: VIGN) today announced GAAP and non-GAAP net income increased 135% and 60% respectively during the fourth quarter of 2006 on total revenue of $52.6 million, which was up 3.4% from the fourth quarter of 2005. Vignette’s GAAP net income for the quarter was $6.8 million and diluted EPS was $0.23, versus $2.9 million and $0.10 in the same quarter of last year. On a non-GAAP basis, Vignette's net income for the quarter was $8.5 million and diluted EPS was $0.28, versus $5.3 million of net income and diluted EPS of $0.18 in the same quarter of last year.

Vignette Corp – October 16, 2006 9430 East Star Hill Trail Lone Tree, Colorado Dear Alex: (November 8th, 2006)

I am pleased to extend to you an offer to join Vignette Corporation (“Vignette” or “the Company”) as our Senior Vice President of Worldwide Sales and Services, starting on October 20, 2006. In this capacity, you will perform the duties, undertake the responsibilities and exercise the authority as customary for persons situated in a similar executive capacity. You will report directly to me, with a work location of Austin, Texas and you will promote the business of the Company on a full time basis.

Vignette Corp – David B. Crean Atlanta, GA 30350 Dear David: (November 8th, 2006)

This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on August 15, 2006 (the “Termination Date”). All of the provisions of this letter (“Letter Agreement”) are subject to, and conditioned upon, your signing and returning to us a copy of the Letter Agreement, and complying with its terms.

Vignette Corp – Unit 912 Austin, TX 78701 Dear Brett: (November 8th, 2006)

This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on September 8, 2006 (the “Termination Date”). All of the provisions of this letter (“Letter Agreement”) are subject to, and conditioned upon, your signing and returning to us a copy of the Letter Agreement, and complying with its terms.

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN As Amended and Restated May 26, 2006 (August 9th, 2006)
Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (August 9th, 2006)

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD (August 9th, 2006)

You have been granted restricted shares of Common Stock of Vignette Corporation (the “Corporation”) on the following terms:

Vignette Corp – VIGNETTE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED JANUARY 26, 2001; OCTOBER 31, 2001; MARCH 20, 2002; JULY 15, 2004 AND DECEMBER 27, 2005) (March 15th, 2006)
Vignette Corp – EXHIBIT A VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (March 15th, 2006)

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (March 15th, 2006)

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

Vignette Corp – Virtusa Corporation / Vignette Corporation AMENDED AND RESTATED MASTER SERVICES AGREEMENT (March 15th, 2006)

THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT (the “Agreement”) is made by and between Virtusa and Vignette dated as of November 1, 2005 the “Effective Date”) and amends and restates that certain Master Services Agreement dated as of March 23, 2004 (the “Original Agreement Effective Date”), as amended prior to the date hereof (the “Original Agreement”), by and between Virtusa Corporation, a Delaware corporation with offices at 2000 West Park Drive, Westborough, MA 01581 (“Virtusa”) and Vignette Corporation, a Delaware corporation with its primary place of business at 1301 S. MoPac Expressway, Austin, TX 78746 (“Customer” or “Vignette”).

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD (March 15th, 2006)

You have been granted restricted shares of Common Stock of Vignette Corporation (the “Corporation”) on the following terms:

Vignette Corp – 6604 Canon Wren Drive Austin, TX 78746 (March 15th, 2006)

Pursuant to this letter agreement, I am pleased to extend to you an offer to join Vignette Corporation starting February 13, 2006. We are eager to have you as part of our team and believe you bring the skills and attitude that will become a critical part of Vignette’s success.

Vignette Corp – VIGNETTE CORPORATION EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED JANUARY 26, 2001; OCTOBER 31, 2001; MARCH 20, 2002; AND DECEMBER 27, 2005) (March 15th, 2006)
Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD (March 15th, 2006)

You have been granted restricted shares of Common Stock of Vignette Corporation (the “Corporation”) on the following terms:

Vignette Corp – «First_Name» «Last_Name» «Address_Line1» «Address_Line2» «Town_Or_City», «Region_2» «Postal_Code» Dear «First_Name»: (March 15th, 2006)

This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on <<Termination Date>> (the “Termination Date”). All of the provisions of this letter (“the Separation Agreement”) are subject to, and conditioned upon, you signing and returning to us a copy of the Separation Agreement, and complying with its terms.

Vignette Corp – PRESS RELEASE (January 30th, 2006)

Male Speaker: Ladies and gentlemen thank you for standing by and welcome to the Vignette Financial Results Conference Call. At this time all participants are in a listen-only mode. Later we will conduct the question and answer session. Instructions will be given at that time. If you should require assistance during the call, please press “*” then “0”. As a reminder this conference is being recorded. I would now like to turn the conference over to our host Mr. Charles Sansbury. Go ahead please.

Vignette Corp – PRESS RELEASE (January 27th, 2006)

AUSTIN, TX - January 26, 2006 - Vignette Corporation today announced that Thomas E. Hogan will resign his position as president and chief executive officer effective February 17, 2006. Vignette’s Board of Directors has initiated an executive search. In the event that a replacement has not been named by February 17, Jan H. Lindelow, chairman of the Vignette Board of Directors, will assume the role as acting chief executive officer. Hogan, who has accepted the position as senior vice president of HP software, will remain an active participant on the Vignette Board of Directors.

Vignette Corp – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGNETTE CORPORATION (June 10th, 2005)

Vignette Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

Vignette Corp – VIGNETTE CORPORATION NOTICE OF GRANT TO NON-EMPLOYEE DIRECTOR AUTOMATIC STOCK OPTION (March 15th, 2005)

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

Vignette Corp – VIGNETTE CORPORATION 1999 NON-EMPLOYEE DIRECTOR OPTION PLAN AS AMENDED AND RESTATED ON APRIL 22, 2004 (March 15th, 2005)
Vignette Corp – FIRST AMENDMENT OF LEASE (March 15th, 2005)

This First Amendment of Lease (the “First Amendment”) is entered into this 12th day of November, 2001 (the “Effective Date”), by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”) and Vignette Corporation, a Delaware corporation (“Tenant”).

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (March 15th, 2005)

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

Vignette Corp – VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD (March 15th, 2005)

You have been granted restricted shares of Common Stock of Vignette Corporation (the “Corporation”) on the following terms:

Vignette Corp – SECOND AMENDMENT OF LEASE (March 15th, 2005)

This Second Amendment of Lease (the “Amendment”) is entered into this 22nd day of July, 2003 (the “Effective Date”), by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”) and Vignette Corporation, a Delaware corporation (“Tenant”).

Vignette Corp – VIGNETTE CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN NOTICE OF STOCK OPTION GRANT (March 15th, 2005)

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):