Interactive Pictures Corp Sample Contracts

Interactive Pictures Corp – EXECUTIVE EMPLOYMENT AGREEMENT (March 28th, 2000)

1 EXHIBIT 4.4 AMENDMENT NUMBER 3 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment Number 3 (the "Amendment") is effective as of February 22, 2000 by and between INTERNET PICTURES CORPORATION, a Delaware Corporation (the "Company") and JAMES M. PHILLIPS (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive entered into an Executive Employment Agreement dated January 24, 1997, as amended by Amendment No. 1 dated November 21, 1997 and Amendment No. 2 dated January 20, 1999 (as amended, the "Employment Agreement"); WHEREAS, the Company and Executive desire to amend the Employment Agreement; NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby ac

Interactive Pictures Corp – MERGER AGREEMENT -- NEW COMPANY TO BE LEADING PROVIDER OF (November 2nd, 1999)

1 EXHIBIT 99.1 IPIX AND BAMBOO.COM ANNOUNCE DEFINITIVE MERGER AGREEMENT -- NEW COMPANY TO BE LEADING PROVIDER OF INTERACTIVE VISUAL CONTENT FOR THE INTERNET Interactive Pictures (Nasdaq: IPIX - news), a world leader in immersive imaging for the Internet and bamboo.com (Nasdaq: BAMB - news), a leading global full service provider of 360-degree virtual home tours, today announced they have signed a definitive agreement to merge in a stock-for-stock merger of equals transaction. The new company will be the premier provider of interactive visual content for the Internet, serving the real estate, travel and hospitality, e-commerce, electronic publishing, government, education and entertainment markets. Key benefits of the merger include: - Accelerating the awareness and market adoption of immersive photography and establ

Interactive Pictures Corp – AGREEMENT AND PLAN OF MERGER (November 2nd, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of October 25, 1999 between INTERACTIVE PICTURES CORPORATION and BAMBOO.COM, INC. 2 TABLE OF CONTENTS ---------------------- PAGE ---- ARTICLE 1 THE MERGER SECTION 1.01. The Merger...................................................

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.10 STOCK OPTION AGREEMENT THIS AGREEMENT made this 30th day of April, 1997, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and DOUGLAS E. SNYDER, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a cert

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.4 STOCK OPTION AGREEMENT THIS AGREEMENT made this 30th day of June, 1997, by and between INTERACTIVE PICTURES CORP. (IPIX), a Tennessee corporation (the "Employer") and CHRISTOPHER M. KING, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purc

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.7 STOCK OPTION AGREEMENT THIS AGREEMENT made this 26th day of March, 1997, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and EDMOND LEWIS, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a certain nu

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.8 STOCK OPTION AGREEMENT THIS AGREEMENT made this 20th day of December, 1996, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and H. CRAIG GRANTHAM, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.5 STOCK OPTION AGREEMENT THIS AGREEMENT made this 12th day of May, 1997, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and MICHAEL J. SHER, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a certain

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.3 STOCK OPTION AGREEMENT THIS AGREEMENT made this 1st day of July, 1997, by and between INTERACTIVE PICTURES CORP. (IPIX), a Tennessee corporation (the "Employer") and JOHN M. MURPHY, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.9 STOCK OPTION AGREEMENT THIS AGREEMENT made this 20th day of December, 1996, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and L. PHELPS JACKSON, III, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a

Interactive Pictures Corp – STOCK OPTION AGREEMENT (September 17th, 1999)

1 EXHIBIT 4.6 STOCK OPTION AGREEMENT THIS AGREEMENT made this 20th day of December, 1996, by and between OMNIVIEW, INC., a Tennessee corporation (the "Employer") and MICHAEL J. TOURVILLE, an individual employed by the Employer (the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable employee of the Employer, has performed valuable services in the past, and the Employer and Employee have agreed to the terms contained herein in the past and consider it desirable and in their best interests to document that the Employee has been given options to purchase stock in the Employer. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION. The Employee has been granted an option to purchase a

Interactive Pictures Corp – LICENSE AGREEMENT (May 21st, 1999)

1 Exhibit 10.6 LICENSE AGREEMENT This License Agreement is entered into this 17th day of January, 1997, (the "Effective Date") by and between Discovery Communications, Inc., a corporation organized and existing under the laws of Delaware with its principal place of business at 7700 Wisconsin Avenue, Bethesda, Maryland 20814-3579 ("DISCOVERY") and Omniview, Inc., a corporation organized and existing under the laws of Tennessee with its principal place of business at 7325 Oak Ridge Highway, Knoxville, TN 37931 ("OMNIVIEW"). WHEREAS, OMNIVIEW has developed, manufactured and marketed, and owns worldwide rights to products and processes for making, linking, and viewing photobubbles; WHEREAS, OMNIVIEW is the owner or licensee of photobubble technology and intellectual property rights therein (hereinafter defined) covering photobubbles and photobubble viewing

Interactive Pictures Corp – EMPLOYMENT AND NON COMPETITION AGREEMENT (May 21st, 1999)

1 Exhibit 10.4 EMPLOYMENT AND NON COMPETITION AGREEMENT THIS AGREEMENT is made and entered into this 24th day of August, 1998, by and between INTERACTIVE PICTURES CORPORATION (IPIX) having its principal place of business at 1009 Commerce Park Drive, Oak Ridge, Tennessee 37931, hereinafter referred to as the "Employer", and JOHN J. KALEC whose present address is 7220 Westhampton Place, Knoxville, Tennessee 37919, hereinafter referred to as the "Employee". 1. EMPLOYMENT. The Employer hereby agrees to employ the Employee and Employee hereby accepts employment with Employer in the capacity of VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, upon the terms and conditions set out herein. 2. TERM. The term of this Agreement shall begin on AUGUST 24, 1998, and shall continue indefinitely unless notification of either party of a change in the employment status und

Interactive Pictures Corp – REGISTRATION RIGHTS AGREEMENT (May 21st, 1999)

1 Exhibit 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into this 23rd day of December, 1996 by and among OMNIVIEW, INC., a Tennessee corporation (the "Company"), MOTOROLA, INC., a Delaware corporation ("Motorola"), and DISCOVERY COMMUNICATIONS, INC., a Delaware corporation ("DCI"); W I T N E S S E T H: THAT WHEREAS, Omniview and Motorola are parties to a Registration Rights Agreement dated February 4, 1994 (the "Original Agreement"); and WHEREAS, the parties wish DCI to become a party to the Original Agreement and wish to amend and restate the Original Agreement on the terms set forth below; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are

Interactive Pictures Corp – AMENDED AND RESTATED RIGHTS AGREEMENT (May 21st, 1999)

1 Exhibit 4.4 INTERACTIVE PICTURES CORPORATION AMENDED AND RESTATED RIGHTS AGREEMENT March 22, 1999 2 TABLE OF CONTENTS Page ---- SECTION 1 Restrictions on Transferability; Registration Rights................1 1.1 Certain Definitions.................................................1 1.2 Restrictions........................................................2 1.3 Restrictive Legend..................................................2 1.4 Notice of Proposed Transfers...................

Interactive Pictures Corp – RIGHTS AGREEMENT (May 21st, 1999)

1 Exhibit 4.3 INTERACTIVE PICTURES CORPORATION RIGHTS AGREEMENT April 9, 1998 2 TABLE OF CONTENTS PAGE ---- SECTION 1 Restrictions on Transferability; Registration Rights...........................1 1.1 Certain Definitions..........................................1 1.2 Restrictions.................................................2 1.3 Restrictive Legend...........................................2 1.4 Notice of Proposed Transfers.................................3 1.5 Requested Registra

Interactive Pictures Corp – 1997 EQUITY COMPENSATION PLAN (May 21st, 1999)

1 EXHIBIT 10.8 INTERACTIVE PICTURES CORPORATION 1997 EQUITY COMPENSATION PLAN The purpose of the Interactive Pictures Corporation 1997 Equity Compensation Plan (the "Plan") is to provide (i) designated employees (including employees who are also officers or directors) of Interactive Pictures Corporation (the "Company") and its subsidiaries, (ii) certain consultants and advisors to the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options and nonqualified stock options ("Options"). The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company's shareholders, and will align the economic interests of the participants with those of the sharehol

Interactive Pictures Corp – WARRANT AGREEMENT (May 21st, 1999)

1 EXHIBIT 10.10 WARRANT AGREEMENT THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. Date: March 22, 1999 INTERACTIVE PICTURES CORPORATION a Tennessee corporation PREFERRED STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, GE CAPITAL EQUITY INVESTMENTS, INC., a Delaware corporation (hereinafter together

Interactive Pictures Corp – EXECUTIVE EMPLOYMENT AGREEMENT (May 21st, 1999)

1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT JAMES M. PHILLIPS THIS EMPLOYMENT AGREEMENT is made this 24th day of January, 1997 by and between OMNIVIEW, INC., a Tennessee corporation (the "Company") and JAMES M. PHILLIPS (the "Executive") (the "Employment Agreement"); W I T N E S S E T H: WHEREAS, the Company is principally engaged in the business of developing and designing applications and implementations of/for new technologies (the "Business"); and WHEREAS, Executive possesses certain skills, expertise and contacts related to the Business; and WHEREAS, because of such skills, expertise and contacts, the Company desires to employ Executive, and Executive desires to accept employment with the Company on the terms and conditions set forth herein. NOW, THEREFORE, in considera

Interactive Pictures Corp – EMPLOYMENT AND NON COMPETITION AGREEMENT (May 21st, 1999)

1 Exhibit 10.2 EMPLOYMENT AND NON COMPETITION AGREEMENT THIS AGREEMENT is made and entered into this 20th day of June, 1997, by and between Interactive Pictures Corp. (IPIX) having its principal place of business at 7325 Oak Ridge Highway, Knoxville, Tennessee 37931, hereinafter referred to as the "Employer", and John Murphy whose present address is 11892 DePaul Circle, San Martin, California 95046, hereinafter referred to as the "Employee". 1. EMPLOYMENT. The Employer hereby agrees to employ the Employee and Employee hereby accepts employment with Employer in the capacity of Vice President and General Manager--Sales, upon the terms and conditions set out herein. 2. TERM. The term of this Agreement shall begin on July 1, 1997, and shall continue indefinitely unless notification of either party of a change in the employment status under the guidelines of paragrap

Interactive Pictures Corp – EMPLOYMENT AND NON COMPETITION AGREEMENT (May 21st, 1999)

1 Exhibit 10.3 EMPLOYMENT AND NON COMPETITION AGREEMENT THIS AGREEMENT is made and entered into this 17th day of August, 1998, by and between Interactive Pictures Corp. (IPIX) having its principal place of business at 1009 Commerce Park Drive, Oak Ridge, TN 37931, hereinafter referred to as the "Employer", and JEFFREY D. PETERS whose present address is, 30 Merryhill Lane, Pittsford, NY 14534 hereinafter referred to as the "Employee". 1. EMPLOYMENT. The Employer hereby agrees to employ the Employee and Employee hereby accepts employment with Employer in the capacity of PRESIDENT AND CHIEF OPERATING OFFICER, upon the terms and conditions set out herein. 2. TERM. The term of this Agreement shall begin on AUGUST 17, 1998, and shall continue indefinitely unless notification of either party of a change in the employment status under the guidelines of para

Interactive Pictures Corp – MARKETING AGREEMENT (May 21st, 1999)

1 EXHIBIT 10.9 MARKETING AGREEMENT This Marketing Agreement (hereinafter referred to as the "Agreement") is effective as of the 22nd day of March, 1999, (the "Effective Date") by and between INTERACTIVE PICTURES CORPORATION, a Tennessee corporation, (hereinafter referred to as the "Company") and GE CAPITAL EQUITY INVESTMENTS, INC., a Delaware corporation, (hereinafter referred to as "GE Capital"). RECITALS WHEREAS, the Company engages in the business of designing, developing and selling software, hardware systems and related products that create interactive immersive images that provide users a complete field of view (the "Products"); WHEREAS, the Company desires wide distribution of its Products; WHEREAS, GE Capital and the Company desire to enter into this Agreement in which GE Capital will provide the C

Interactive Pictures Corp – PATENT LICENSE AGREEMENT (May 21st, 1999)

1 EXHIBIT 10.7 PATENT LICENSE AGREEMENT THIS AGREEMENT is effective as of the 17th day of January, 1997, by and between Motorola, Inc., a Delaware corporation having an office at 1303 East Algonquin Road, Schaumburg, IL 60196 U.S.A., (hereinafter called "MOTOROLA"), and Omniview, Inc., a corporation having an office at 7325 Oak Ridge Highway, Knoxville, TN 37931-3476 (hereinafter called "OMNIVIEW"). WHEREAS, OMNIVIEW owns and has or may have or acquire intellectual property rights including, but not limited to, U.S. Patent No. 5,185,667; and WHEREAS, MOTOROLA owns and has or may have or acquire intellectual property rights relating to improvements to U.S. Patent No. 5,185,667 under which OMNIVIEW desires to acquire licenses as hereinafter provided; and WHEREAS, the parties are willing to exchange certain licenses and give mutual assertions as provided herein; NOW, THEREFORE, in con