SHARESUnderwriting Agreement • July 14th, 2004 • Phase Forward Inc • Services-business services, nec • New York
EXHIBIT 1.1 8,330,000 SHARES PHASE FORWARD INCORPORATED COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT DATED ____________________, 2004 TABLE OF CONTENTSUnderwriting Agreement • June 21st, 2004 • Phase Forward Inc • Services-business services, nec • New York
Exhibit 10.6 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of April 27, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place...Loan Modification Agreement • June 21st, 2004 • Phase Forward Inc • Services-business services, nec
LILLY LOGO] SOFTWARE LICENSE AGREEMENT CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION - ASTERISKS DENOTE OMISSIONS. This Software License Agreement (the "Agreement") is entered into as of the 15th day...Phase Forward Inc • July 13th, 2004 • Services-business services, nec • Indiana
BACKGROUNDInvestors' Rights Agreement • April 20th, 2004 • Phase Forward Inc • Services-business services, nec • Delaware
EXHIBIT 10.13 PHASE FORWARD INCORPORATED INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is made as of ______________, 2004 by and between Phase Forward Incorporated, a Delaware corporation (the "COMPANY"), and the undersigned...Indemnification Agreement • April 20th, 2004 • Phase Forward Inc • Services-business services, nec • Delaware
SOFTWARE LICENSE AND SERVICES AGREEMENT THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("Agreement") is made and effective as of May 1, 2004 (the "Effective Date") by and between PHASE FORWARD INCORPORATED, a Delaware corporation having its principal...Software License and Services Agreement • August 10th, 2004 • Phase Forward Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER dated as of April 15, 2010 among PHASE FORWARD INCORPORATED, ORACLE CORPORATION, and PINE ACQUISITION CORPORATIONAgreement and Plan of Merger • April 16th, 2010 • Phase Forward Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of April 15, 2010, among Phase Forward Incorporated, a Delaware corporation (the "Company"), Oracle Corporation, a Delaware corporation ("Parent"), and Pine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • April 20th, 2004 • Phase Forward Inc • Services-business services, nec
Exhibit 10.9 PRIVATE AND CONFIDENTIAL DATED December 23, 2002 ----------------------- (1) PHASE FORWARD EUROPE LIMITED (2) STEPHEN POWELL ------------------------------------------ SENIOR EXECUTIVE'S SERVICE AGREEMENT...Private and Confidential • April 20th, 2004 • Phase Forward Inc • Services-business services, nec
FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of April 27, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business...Fifth Loan Modification Agreement • May 4th, 2004 • Phase Forward Inc • Services-business services, nec
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • April 20th, 2004 • Phase Forward Inc • Services-business services, nec • Indiana
LILLY LOGO] CONSULTING AND PROFESSIONAL SERVICES AGREEMENTServices Agreement • July 12th, 2004 • Phase Forward Inc • Services-business services, nec • Indiana
EXHIBIT 10.9 [PHASE - FORWARD (TM) LOGO] 880 Winter Street Waltham, MA 02451, U.S.A. Tel. (781) 890-7878 Fax. (781) 890-4848 This Executive Agreement (the "Agreement"), by and among Phase Forward Incorporated, a Delaware corporation (the "Company"),...Executive Agreement • June 21st, 2004 • Phase Forward Inc • Services-business services, nec • Massachusetts
PHASE FORWARD INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 5th, 2008 • Phase Forward Inc • Services-business services, nec • Delaware
Phase Forward Incorporated (the “Company”) has selected you to receive an award of Restricted Stock Units (as defined in Appendix A) identified above, subject to the terms set forth on Appendix A hereto and the attached Statement of Terms and Conditions. This award of Restricted Stock Units is an “inducement grant” for purposes of the NASDAQ Marketplace Rules and is being made to you as an inducement material to your entering into employment with the Company.
EXHIBIT 10.12 PHASE FORWARD INCORPORATED Stock Restriction Agreement AGREEMENT (this "Agreement"), dated as of November 27, 2001 by and between PHASE FORWARD INCORPORATED, a Delaware corporation (the "Company") and John J. Schickling ("Stockholder"),...Phase Forward Incorporated • April 20th, 2004 • Phase Forward Inc • Services-business services, nec • Massachusetts
ContractExecutive Agreement • February 27th, 2009 • Phase Forward Inc • Services-business services, nec • Massachusetts
This Executive Agreement (the “Agreement”), by and among Phase Forward Incorporated, a Delaware corporation (the “Company”), and the executive name below (“Executive”), sets forth the terms and conditions by which the Company will provide certain benefits for Executive under certain circumstances in the event of a termination of Executive’s employment with the Company. The effective date of this Agreement shall be the date of last execution as set forth below (the “Execution Date”).
EXECUTIVE SERVICE AGREEMENT GARRETTS ABBOTS HOUSE ABBEY STREET READING BERKSHIRE RG1 3BD TEL: 0118 949 0000 FAX: 0118 949 0049 REF: ALTExecutive Service Agreement • June 8th, 2004 • Phase Forward Inc • Services-business services, nec
PHASE FORWARD INCORPORATED Non-Statutory Stock Option AgreementPhase Forward Inc • November 10th, 2004 • Services-business services, nec • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
LICENSE AGREEMENTLicense Agreement • May 10th, 2006 • Phase Forward Inc • Services-business services, nec • Maryland
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 INCORPORATED COMMON STOCK, par value $0.01 per share UNDERWRITING AGREEMENT Dated May 22, 2007Underwriting Agreement • May 23rd, 2007 • Phase Forward Inc • Services-business services, nec • New York
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
AGREEMENT AND PLAN OF MERGER BY AND AMONG PHASE FORWARD INCORPORATED, ABE ACQUISITION CORP., LINCOLN TECHNOLOGIES, INC., AND, FOR PURPOSES OF SECTIONS 4.3, 4.4, 4.5, 4.6(d)-(g), 4.8(a) and (d)-(f), 5.1, 8.13(c), 8.14, 9.3(l), 10.3, 13.2, 13.3, 13.4,...Agreement and Plan of Merger • August 31st, 2005 • Phase Forward Inc • Services-business services, nec • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 16, 2005, by and among Phase Forward Incorporated, a Delaware corporation (“Phase Forward”), Abe Acquisition Corp., a Massachusetts corporation and wholly owned subsidiary of Phase Forward (“Sub”), and Lincoln Technologies, Inc., a Massachusetts corporation (“Lincoln”), and for purposes of Sections 4.3, 4.4, 4.5, 4.6(d)-(g), 4.8(a) and (d)-(f), 5.1, 8.13(c), 8.14, 9.3(l), 10.3, 13.2, 13.3, 13.4, 13.5, 15.2, 15.13, Section 3 of Exhibit 7.18, and Article 14 only, the Securityholder Representative.
QuickLinks -- Click here to rapidly navigate through this documentExecutive Agreement • March 9th, 2005 • Phase Forward Inc • Services-business services, nec • Massachusetts
The Secondment will be for an initial period of 36 months commencing on May 17, 2004 and ending on May 16, 2007 (the "Initial Secondment Period"), subject to earlier expiration of your visa if it is not renewed. The secondment arrangements envisaged by this letter agreement may be extended beyond the Initial Secondment Period by our mutual written agreement. Notwithstanding the foregoing, you may terminate the Secondment on the first anniversary date (i.e., May 17, 2005) and elect to return to the UK; provided that you give PFI written notice of your intent to terminate the Secondment no later than March 18, 2005. If you elect to terminate the Secondment in accordance with the previous sentence, PFI will reimburse you for the reasonable costs of relocating to the UK, subject to the Phase Forward Travel and Expense Policy applicable to U.S. employees. The Initial Secondment Period together with any extension will collectively be known as the Secondment Period.
CONSULTING AND [LILLY LOGO] PROFESSIONAL SERVICES AGREEMENT ELI LILLY AND COMPANY ("Lilly") and the consultant signing below (the "Consultant") hereby agree as follows: 1. SCOPE OF SERVICE. The scope of services to be performed by Consultant shall be...Phase Forward Inc • April 20th, 2004 • Services-business services, nec • Indiana
SEVENTH LOAN MODIFICATION AGREEMENTSeventh Loan Modification Agreement • May 10th, 2006 • Phase Forward Inc • Services-business services, nec
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 INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTPhase Forward Incorporated 2004 Stock Option and Incentive Plan Restricted Stock Award Agreement • June 12th, 2006 • Phase Forward Inc • Services-business services, nec
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.
AMENDMENT NO. 1Agreement and Plan of Merger • September 15th, 2006 • Phase Forward Inc • Services-business services, nec
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 INCORPORATED 2004 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTPhase Forward Inc • March 1st, 2007 • Services-business services, nec
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.
UNIT PURCHASE AGREEMENT BY AND AMONG CLARIX LLC,Unit Purchase Agreement • September 11th, 2008 • Phase Forward Inc • Services-business services, nec • Massachusetts
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.
TERMINATION AGREEMENTTermination Agreement • August 10th, 2005 • Phase Forward Inc • Services-business services, nec • Massachusetts
This Termination Agreement (the “Termination Agreement”) is executed as of August 8, 2005, by and among SILICON VALLEY BANK, a California-chartered bank, 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 SECURITIES CORPORATION, a Massachusetts corporation with its principal place of business at 880 Winter Street, Waltham, Massachusetts 02451 (“Guarantor”).
October 19, 2004Phase Forward Inc • November 10th, 2004 • Services-business services, nec • Massachusetts
This letter summarizes the terms of your termination from employment with Phase Forward Incorporated ("Phase Forward" or the "Company") (hereinafter the "Agreement").
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2008 • Phase Forward Inc • Services-business services, nec • Massachusetts
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”).
LILLY LOGO] SOFTWARE LICENSE AGREEMENT CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION - ASTERISKS DENOTE OMISSIONS. This Software License Agreement (the "Agreement") is entered into as of the 15th day...Phase Forward Inc • July 12th, 2004 • Services-business services, nec • Indiana
EXHIBIT 10.5.1 PHASE FORWARD INCORPORATED TERMINATION AND AMENDMENT AGREEMENT This Termination and Amendment Agreement is made as of June 4, 2004 by and among Phase Forward Incorporated, a Delaware corporation (the "Company"), and each stockholder of...Phase Forward Incorporated Termination and Amendment Agreement • June 21st, 2004 • Phase Forward Inc • Services-business services, nec • Delaware
SENIOR EXECUTIVE’S SERVICE AGREEMENTAgreement • February 5th, 2010 • Phase Forward Inc • Services-business services, nec
