Phase Forward Inc Sample Contracts

Phase Forward Inc – AMENDED AND RESTATED BYLAWS OF PHASE FORWARD CORPORATION (August 11th, 2010)

The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.  The name of the registered agent of the corporation at such location is Corporation Service Company.

Phase Forward Inc – EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHASE FORWARD INCORPORATED (Incorporated on June 3, 1997) (August 11th, 2010)

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.  The name of its registered agent at such address is Corporation Service Company.

Phase Forward Inc – PHASE FORWARD ANNOUNCES STOCKHOLDER APPROVAL OF MERGER AGREEMENT The Company Also Announces Dismissal of Stockholder Lawsuit (June 23rd, 2010)

Waltham, Mass. — June 23, 2010 — Phase Forward Incorporated (NASDAQ: PFWD), a leading provider of data management solutions for clinical trials and drug safety, announced that, at a special meeting of its stockholders held on June 22, 2010, the holders of a majority of the outstanding shares of common stock of Phase Forward adopted the previously announced merger agreement dated as of April 15, 2010 among Phase Forward, Oracle Corporation (“Oracle”) and Pine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Oracle.

Phase Forward Inc – Phase Forward Incorporated Amended and Restated Summary of Cash and Equity Compensation Practices for Non-Employee Directors (Effective January 2, 2010) (May 10th, 2010)
Phase Forward Inc – FORM OF VOTING AGREEMENT (April 16th, 2010)

VOTING AGREEMENT, dated as of April 15, 2010 (this "Agreement") between Oracle Corporation, a Delaware corporation ("Parent"), and the individual listed as "Stockholder" on the signature page hereto ("Stockholder").

Phase Forward Inc – AGREEMENT AND PLAN OF MERGER dated as of April 15, 2010 among PHASE FORWARD INCORPORATED, ORACLE CORPORATION, and PINE ACQUISITION CORPORATION (April 16th, 2010)
Phase Forward Inc – DATED February 4, 2010 (February 5th, 2010)
Phase Forward Inc – 2004 STOCK OPTION AND INCENTIVE PLAN As Amended and Restated March 2009 (May 13th, 2009)
Phase Forward Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED BY-LAWS OF PHASE FORWARD INCORPORATED (May 13th, 2009)
Phase Forward Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG PHASE FORWARD INCORPORATED, PECAN ACQUISITION CORP., WABAN SOFTWARE, INC., AND FOR PURPOSES OF THE SECTIONS LISTED ON THE SIGNATURE PAGE ONLY, THE SECURITYHOLDER REPRESENTATIVE Dated as of April 22, 2009 (April 22nd, 2009)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on April 22, 2009, by and among Phase Forward Incorporated, a Delaware corporation (“Phase Forward”), Pecan Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Phase Forward (“Sub”), and Waban Software, Inc., a Delaware corporation (“Waban”), and for purposes of the Sections set forth on the signature pages hereto, the Securityholder Representative.

Phase Forward Inc – Phase Forward Incorporated Management Incentive Plan Effective January 1, 2009 (February 13th, 2009)

This Management Incentive Plan (the “MIP”) is intended to recognize and reward the achievement of financial performance goals that are essential to the success of Phase Forward.  This program, in conjunction with base salary is designed to offer designated employees of Phase Forward Incorporated and/or its subsidiaries (the “Company”) total cash compensation opportunities that are fully competitive with market levels.  The MIP is for the benefit of Covered Employees (as defined below).

Phase Forward Inc – UNIT PURCHASE AGREEMENT BY AND AMONG CLARIX LLC, (September 11th, 2008)

THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2008, is by and among (i) Phase Forward Incorporated, a Delaware corporation (the “Buyer”), (ii) Clarix LLC, a Delaware limited liability company (the “Company”), (iii) the Member Representative (as defined below) and (iv) the Persons set forth on Schedule 1 hereto (the “Selling Interest Holders”).  Capitalized terms used in this Agreement shall have the meanings given to them in Article I hereof.  Unless indicated otherwise, any reference to Section(s), Article(s), Schedule(s) or Exhibit(s), shall relate to the Section(s), Article(s), Schedule(s) or Exhibit(s) of this Agreement.

Phase Forward Inc – EMPLOYMENT AGREEMENT (September 11th, 2008)

This Agreement, effective this 5th day of September, 2008 (the “Effective Date”), by and between Phase Forward Incorporated, a Delaware corporation having offices at 880 Winter Street, Waltham, Massachusetts 02451 (“Phase Forward”), and [Employee] residing at                                                                                      (“Employee”).

Phase Forward Inc – EMPLOYMENT AGREEMENT (September 11th, 2008)

This Agreement, effective this 5th day of September, 2008 (the “Effective Date”), by and between Phase Forward Incorporated, a Delaware corporation having offices at 880 Winter Street, Waltham, Massachusetts 02451 (“Phase Forward”), and [Employee] residing at                                                                          (“Employee”).

Phase Forward Inc – Phase Forward Incorporated Management Incentive Plan Effective January 1, 2008 (March 17th, 2008)

The objective of the Management Incentive Plan (MIP) is to recognize and to reward the achievement of financial performance goals that are essential to the success of Phase Forward. This program, in conjunction with base salary, is designed to offer designated employees of Phase Forward Incorporated and/or its subsidiaries (the “Company”) total cash compensation opportunities that are fully competitive with market levels.

Phase Forward Inc – Phase Forward Incorporated Summary of Cash and Equity Compensation Practices for Non-Employee Directors (Effective January 1, 2008) (March 17th, 2008)
Phase Forward Inc – PHASE FORWARD INCORPORATED Global Sales Executive Incentive Compensation Plan Effective Date January 1, 2008 (March 17th, 2008)
Phase Forward Inc – PHASE FORWARD POSITIONS FOR GROWTH WITH LEASE FOR NEW GREEN HEADQUARTERS Phase Forward Executes Lease with Boston Properties for 77 CityPoint to Accommodate Projected Growth of More Than 350 Employees (February 19th, 2008)

Waltham, Mass.—February 19, 2008—Phase Forward (NASDAQ: PFWD), a leading provider of data management solutions for clinical trials and drug safety, today announced that it has executed a lease to relocate the firm’s headquarters to 77 CityPoint in Waltham, Mass. The building is the first speculative green building in the Boston suburbs to be awarded the Leadership in Energy and Environmental Design (LEED) Silver Precertification by the U.S. Green Building Council (USGBC), the nation’s leading evaluator for green buildings. 77 CityPoint is the first phase of Boston Properties’ ambitious $500 million planned urban center currently under construction in Waltham at Exit 27 on Interstate 95.

Phase Forward Inc – Contract (February 19th, 2008)

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 77 CityPoint, Waltham, Massachusetts.

Phase Forward Inc – PHASE FORWARD INCORPORATED COMMON STOCK, par value $0.01 per share UNDERWRITING AGREEMENT Dated May 22, 2007 (May 23rd, 2007)

Thomas Weisel Partners LLC UBS Securities LLC Piper Jaffray & Co. Craig-Hallum Capital Group LLC Pacific Crest Securities Inc. As Representatives of the several Underwriters c/o          Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California  94104

Phase Forward Inc – AMENDMENT NO. 1 to the PHASE FORWARD INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN as Amended and Restated March 2006 (May 3rd, 2007)

Reference is hereby made to the Phase Forward Incorporated 2004 Stock Option and Incentive Plan as Amended and Restated March 2006 (the “Plan”).

Phase Forward Inc – 2007 Global Sales Executive Incentive Compensation Plan (March 6th, 2007)
Phase Forward Inc – Management Incentive Plan Effective January 1, 2007 (March 6th, 2007)

The objective of the Management Incentive Plan (MIP) is to recognize and to reward the achievement of financial performance goals that are essential to the success of Phase Forward. This program, in conjunction with base salary, is designed to offer designated employees of Phase Forward Incorporated and/or its subsidiaries (the “Company”) total cash compensation opportunities that are fully competitive with market levels.

Phase Forward Inc – PHASE FORWARD INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (March 6th, 2007)

Phase Forward Incorporated (the “Company”) has selected you to receive an award of Restricted Stock Units identified above, subject to the terms set forth on Appendix A hereto and the provisions of the Phase Forward Incorporated 2004 Stock Option and Incentive Plan (the “Plan”) and the attached Statement of Terms and Conditions.

Phase Forward Inc – PHASE FORWARD INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (March 1st, 2007)

Phase Forward Incorporated (the “Company”) has selected you to receive an award of Restricted Stock Units identified above, subject to the terms set forth on Appendix A hereto and the provisions of the Phase Forward Incorporated 2004 Stock Option and Incentive Plan (the “Plan”) and the attached Statement of Terms and Conditions.

Phase Forward Inc – AMENDMENT NO. 1 (September 15th, 2006)

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2006 (the “Amendment No. 1”), among Phase Forward Incorporated, a Delaware corporation (“Phase Forward”), Lincoln Technologies, Inc., a Massachusetts corporation and wholly owned subsidiary of Phase Forward (“Lincoln”) and Lincoln SR, Inc. as the Securityholder Representative (the “SR”).

Phase Forward Inc – AMENDMENT TO EXECUTIVE AGREEMENT (June 12th, 2006)

This Amendment to Executive Agreement (the “Amendment”) is made as of June __, 2006 by and among Phase Forward Incorporated, a Delaware corporation (the “Company”) and the executive named below (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in that certain Executive Agreement, dated as of _______, by and among the Company and the Executive (the “Executive Agreement”).

Phase Forward Inc – PHASE FORWARD INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (June 12th, 2006)

Phase Forward Incorporated (the “Company”) has selected you to receive an award of shares of Restricted Stock identified above, subject to the terms set forth on Appendix A hereto and the provisions of the Phase Forward Incorporated 2004 Stock Option and Incentive Plan (the “Plan”) and the attached Statement of Terms and Conditions.

Phase Forward Inc – Phase Forward Incorporated Management Incentive Plan Effective January 1, 2006 (May 10th, 2006)

The objective of the Management Incentive Plan (MIP) is to recognize and to reward the achievement of financial performance goals that are essential to the success of Phase Forward. This program, in conjunction with base salary, is designed to offer designated employees of Phase Forward Incorporated and/or its subsidiaries (the “Company”) total cash compensation opportunities that are fully competitive with market levels.

Phase Forward Inc – SETTLEMENT AGREEMENT (May 10th, 2006)

This SETTLEMENT AGREEMENT is entered into as of the latest of the dated signatures below (“Effective Date”) by and among Mark L. Kozam d/b/a MLK Software and Datasci, LLC (collectively “Datasci”), Phase Forward Incorporated (“Phase Forward”), and Quintiles, Inc. (“Quintiles”).

Phase Forward Inc – LICENSE AGREEMENT (May 10th, 2006)

This LICENSE AGREEMENT is entered into as of the latest of the dated signatures below (“Effective Date”) by and among Mark L. Kozam d/b/a MLK Software and Datasci, LLC (collectively “Datasci”), and Phase Forward Incorporated (“Phase Forward”).

Phase Forward Inc – PHASE FORWARD INCORPORATED 2006 Global Sales Executive Incentive Compensation Plan Effective Date January 1, 2006 (May 10th, 2006)
Phase Forward Inc – SEVENTH LOAN MODIFICATION AGREEMENT (May 10th, 2006)

This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 11, 2006, and effective as of March 31, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and PHASE FORWARD INCORPORATED, a Delaware corporation (“Borrower”).

Phase Forward Inc – PHASE FORWARD INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN As Amended and Restated March 2006 (May 8th, 2006)
Phase Forward Inc – AMENDED AND RESTATED 2004 EMPLOYEE STOCK PURCHASE PLAN (March 13th, 2006)