Dolphin Inc Sample Contracts

Earthlink Network Inc /De/ – LEASE AGREEMENT (November 15th, 1999)

LEASE AGREEMENT BETWEEN Prentiss Properties Natomas, L.P. a Delaware limited partnership (Landlord) AND EarthLink Network, Inc., a Delaware corporation (Tenant) Natomas Corporate Center Sacramento, California Dated: as of September 1, l999 TABLE OF CONTENTS PAGE ARTICLE 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS.................1 ARTICLE 2 PREMISES AND QUIET ENJOYMENT....................................

Earthlink Network Inc /De/ – 1995 STOCK OPTION PLAN (August 18th, 1999)

EXHIBIT 4.4 EARTHLINK NETWORK, INC. 1995 STOCK OPTION PLAN 1. PURPOSES OF THE PLAN. The purposes of this 1995 Stock Option Plan are to attract and retain the best available personnel, to provide additional incentive to the Employees of the Company and its Subsidiaries, to promote the success of the Company's business and to enable the Employees to share in the growth and prosperity of the Company by providing them with an opportunity to purchase stock in the Company. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options, at the discretion of the Board and as reflected in the terms of the written stock option agreement. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "AFFILIATE" shall mean any entity that directly, or indirectly through one or more

Earthlink Network Inc /De/ – UNDERWRITING AGREEMENT (January 11th, 1999)

2,500,000 SHARES EARTHLINK NETWORK, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT JANUARY [ ], 1999 CREDIT SUISSE FIRST BOSTON CORPORATION INVEMED ASSOCIATES, INC. ING BARING FURMAN SELZ LLC CRUTTENDEN ROTH INCORPORATED As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. INTRODUCTORY. EarthLink Network, Inc., a Delaware corporation ("Company") proposes to issue and sell 2,000,000 shares of its Common Stock, $0.01 par value per share ("Securities"), and the stockholders listed in SCHEDULE A hereto ("Selling Stockholders") propose severally to sell an aggregate of 435,879 outstanding shares of the Securities (such 2,435,879 shares of

Earthlink Network Inc /De/ – THIRD AMENDMENT TO LEASE (November 16th, 1998)

THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into as of August 11, 1998, by and between WHMNY REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and EARTHLINK NETWORK, INC., a Delaware corporation ("Tenant"). RECITALS A. ORIGINAL LEASE. Pursuant to that certain Office Lease dated September 26, 1996 (the "Original Lease"), Landlord's predecessor in interest, The Mutual Life Insurance Company of New York ("MONY"), leased to Tenant certain premises in Suite 100 consisting of the first floor (the "Original Premises") of the building located at 2947 Bradley Street, Pasadena, California, 91107 (the "Building"). B. FIRST AMENDMENT. The Original Lease was amended by that certain First Amendment to Lease (the "First Amendment") dated February 1997, and by the following letter a

Earthlink Network Inc /De/ – NONSTATUTORY STOCK OPTION AGREEMENT (October 30th, 1998)

EXHIBIT 4.5 EARTHLINK NETWORK, INC. NONSTATUTORY STOCK OPTION AGREEMENT EarthLink Network, Inc., a California corporation (the "Company"), hereby grants to Robert Johnson (the "Optionee") an option (the "Option") to purchase a total of 10,000 shares of Common Stock (the "Shares") of the Company, at the price and on the terms set forth herein. 1. Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Common Stock" shall mean the Common Stock of the Company. (c)

Earthlink Network Inc /De/ – 1995 STOCK OPTION PLAN (October 30th, 1998)

EXHIBIT 4.4 EARTHLINK NETWORK, INC. 1995 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1995 Stock Option Plan are to attract and retain the best available personnel, to provide additional incentive to the Employees of the Company and its Subsidiaries, to promote the success of the Company's business and to enable the Employees to share in the growth and prosperity of the Company by providing them with an opportunity to purchase stock in the Company. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options, at the discretion of the Board and as reflected in the terms of the written stock option agreement. 2. Definitions. As used herein, the following definitions shall apply: (a) "Affiliate" shall mean any entity that directly, or indirectly through one or mo

Earthlink Network Inc /De/ – NONSTATUTORY STOCK OPTION AGREEMENT (October 30th, 1998)

EXHIBIT 4.9 EARTHLINK NETWORK, INC. NONSTATUTORY STOCK OPTION AGREEMENT EarthLink Network, Inc., a Delaware corporation (the "Company"), hereby grants to Grayson Hoberg (the "Optionee") an option (the "Option") to purchase a total of 50,000 shares of Common Stock (the "Shares") of the Company, at the price an on the terms set forth herein. 1. Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. Definitions. As used herein, the following definitions shall apply. (a) "Board" shall mean the Board of Directors of the Company. (b) "Common Stock" shall mean the Common Stock of the Company.

Earthlink Network Inc /De/ – NONSTATUTORY STOCK OPTION AGREEMENT (October 30th, 1998)

EXHIBIT 4.8 EARTHLINK NETWORK, INC. NONSTATUTORY STOCK OPTION AGREEMENT EarthLink Network, Inc., a California corporation (the "Company"), hereby grants to Sky Dayton (the "Optionee") an option (the "Option") to purchase a total of 50,000 shares of Common Stock (the "Shares") of the Company, at the price and on the terms set forth herein. 1. Nature of the Option. This Option is intended to be a non-statutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Common Stock" shall mean the Common Stock of the Company.

Earthlink Network Inc /De/ – NONSTATUTORY STOCK OPTION AGREEMENT (October 30th, 1998)

EXHIBIT 4.4 EARTHLINK NETWORK, INC. NONSTATUTORY STOCK OPTION AGREEMENT EarthLink Network, Inc., a California corporation (the "Company"), hereby grants to Leland Thoburn (the "Optionee") an option (the "Option") to purchase a total of 10,000 shares of Common Stock (the "Shares") of the Company, at the price and on the terms set forth herein. 1. Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Common Stock" shall mean the Common Stock of the Company. (c) "Co

Dolphin Inc – EMPLOYMENT AGREEMENT (June 5th, 1998)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of April 1, 1998, between EARTHLINK NETWORK, INC., a Delaware corporation and CHARLES G. BETTY (referred to herein as "You") and constitutes an amendment and restatement of that certain Employment Agreement between the Company and You dated January 15, 1996. RECITALS WHEREAS, the Company is engaged in the business of developing, manufacturing, marketing and distributing Internet connectivity products and services; and WHEREAS, the Company has determined that in view of Your knowledge, expertise and experience in the computer and information services industries, Your services as the President and Chief Executive Officer of the Company have been and will be of great value to the Company, and accordingly, the Company desires to enter into

Dolphin Inc – UNDERWRITING AGREEMENT (June 5th, 1998)

DEUTSCHE BANK SECURITIES INC. EQUITY CAPITAL MARKETS STRICTLY PRIVATE AND CONFIDENTIAL Dated June __, 1998 EARTHLINK NETWORK, INC. 2,400,000 shares Common Stock UNDERWRITING AGREEMENT EARTHLINK NETWORK, INC. 2,400,000 SHARES COMMON STOCK (PLUS AN OPTION TO PURCHASE UP TO 360,000 ADDITIONAL SHARES TO COVER OVER-ALLOTMENTS) UNDERWRITING AGREEMENT June __, 1998 DEUTSCHE BANK SECURITIES INC. INVEMED ASSOCIATES, INC. THE ROBINSON-HUMPHREY COMPANY As Representatives of the several Underwriters c/o Deutsche Bank Securities Inc. 31 West 52nd Street New York, New York 10019 Ladies and Gentlemen: EarthLink Network, Inc., a Delaware corporation (the "COMPANY"), and the persons named in SCHEDULE 2 hereto (the "SELLING STOCKHOLDERS") hereby con

Dolphin Inc – MARKETING AND DISTRIBUTION AGREEMENT (May 13th, 1998)

Exhibit 10.26 MARKETING AND DISTRIBUTION AGREEMENT THIS MARKETING AND DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of the 10th day of February, 1998 by and between Sprint Corporation, a Kansas corporation ("Sprint"), Sprint Communications Company L.P., a Delaware limited partnership ("Sprint L.P."), Dolphin, Inc., a Delaware corporation ("Newco"), and EarthLink Network, Inc., a Delaware corporation ("EarthLink"). Sprint and Sprint L.P. are herein referred to as the "Sprint Party." EarthLink and Newco are herein referred to as the "EarthLink Party." The Sprint Party and the EarthLink Party are each hereinafter referred to as a "Party" and collectively as the "Parties." The Sprint Party and its Controlled Affiliates shall hereinafter be referred to as the Sprint Group. The EarthLink Party and its Controlled Affiliates shall hereinafter be re

Dolphin Inc – AGREEMENT AND PLAN OF MERGER (May 13th, 1998)

APPENDIX B AGREEMENT AND PLAN OF MERGER AMONG EARTHLINK NETWORK, INC., A DELAWARE CORPORATION DOLPHIN, INC., A DELAWARE CORPORATION, AND DOLPHIN SUB, INC., A DELAWARE CORPORATION THIS AGREEMENT AND PLAN OF MERGER dated as of February 10, 1998 (the "Agreement") is among Earthlink Network, Inc., a Delaware corporation ("Earthlink"), Dophin, Inc., a Delaware corporation ("Newco"), and Dolphin Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Dolphin ("Newco Sub"), Earthlink and Newco Sub are sometimes referred to herein as the "Constituent Corporation." RECITALS A. Earthlink is a corporation duly organized and existing under the laws of the Sta