Watchguard Technologies Inc – SUPPORT AGREEMENT (July 26th, 2006)SUPPORT AGREEMENT, dated as of July 24, 2006 (this “Agreement”), among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), and Gladiator Corporation, a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
Watchguard Technologies Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG GLADIATOR CORPORATION, WARRIOR MERGER SUB, INC. AND WATCHGUARD TECHNOLOGIES, INC. DATED AS OF JULY 24, 2006 (July 26th, 2006)THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of July 24, 2006, is by and among Gladiator Corporation, a Delaware corporation (“Parent”), Warrior Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and WatchGuard Technologies, Inc., a Delaware corporation (the “Company”).
Watchguard Technologies Inc – WatchGuard Technologies to be Acquired by Francisco Partners Agreement Positions WatchGuard for Continued Growth (July 26th, 2006)Seattle, WA and Menlo Park, CA – July 25, 2006- WatchGuard Technologies, Inc. (Nasdaq: WGRD), a leading provider of Unified Threat Management (UTM) solutions, and Francisco Partners, one of the world’s largest technology-focused private equity funds, announced jointly today that WatchGuard’s board has approved a definitive agreement whereby funds managed by Francisco Partners will, subject to customary closing conditions, acquire all of the outstanding shares of WatchGuard. Under the terms of the agreement, WatchGuard shareholders will receive $4.25 in cash for each share of WatchGuard common stock. The all-cash transaction is valued at approximately $151 million.
Watchguard Technologies Inc – SUPPORT AGREEMENT (July 26th, 2006)SUPPORT AGREEMENT, dated as of July 24, 2006 (this “Agreement”), among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), and Gladiator Corporation, a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
Watchguard Technologies Inc – CEO & Executive Bonus Program – 2006 (March 21st, 2006)The purpose of the CEO & Executive Bonus Program is to provide the Participants (defined below) an incentive to attain and /or exceed corporate goals as well as to create additional retention incentives, and, for the Executive Participants (defined below), to provide an incentive to attain and/or exceed personal and departmental goals.
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (March 13th, 2006)Seattle, Washington – March 13, 2006. WatchGuard Technologies, Inc. (Nasdaq: WGRD), a leading provider of network security solutions, today announced its financial results for the fourth quarter and year ended December 31, 2005.
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (November 3rd, 2005)
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (August 3rd, 2005)Seattle, Washington – August 3, 2005. WatchGuard Technologies, Inc. (Nasdaq: WGRD), a leading provider of network security, today announced its financial results for the second quarter ended June 30, 2005.
Watchguard Technologies Inc – RIGHTS AGREEMENT Dated as of May 5, 2005 between WATCHGUARD TECHNOLOGIES, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent (May 9th, 2005)Rights Agreement, dated as of May 5, 2005 (this “Agreement”), between WatchGuard Technologies, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
Watchguard Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (April 28th, 2005)THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of April 26, 2005, (the “Effective Date”), by and between Bradley Sparks (“Executive”) and WatchGuard Technologies, Inc., a Delaware corporation, (the “Company”).
Watchguard Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT [FOR EXECUTIVES OTHER THAN CEO/CFO] (April 19th, 2005)THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of , 2005, (the “Effective Date”), by and between (“Executive”) and WatchGuard Technologies, Inc., a Delaware corporation, (the “Company”).
Watchguard Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (April 19th, 2005)THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of April 19, 2005, (the “Effective Date”), by and between Edward J. Borey (“Executive”) and WatchGuard Technologies, Inc., a Delaware corporation, (the “Company”).
Watchguard Technologies Inc – CEO & Executive Bonus Program – 2005 (April 6th, 2005)The purpose of the CEO & Executive Bonus Program is to provide the Participants (defined below) an incentive to attain and /or exceed corporate goals as well as to create additional retention incentives, and, for the Executive Participants (defined below), to provide an incentive to attain and/or exceed personal and departmental goals.
Watchguard Technologies Inc – INDEMNIFICATION AGREEMENT (March 31st, 2005)THIS AGREEMENT is entered into, effective as of March 29, 2005, by and between WatchGuard Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (March 30th, 2005)Seattle, Washington – March 30, 2005. WatchGuard Technologies, Inc. (Nasdaq: WGRD), a leading provider of network security solutions, today announced its financial results for the fourth quarter and year ended December 31, 2004.
Watchguard Technologies Inc – Contact: Miles Goda (October 28th, 2004)
Watchguard Technologies Inc – June 30, 2004 Edward J. Borey 11818 Preswick Place Mukilteo, WA 98275 Dear Mr. Borey: (August 9th, 2004)On behalf of WatchGuard Technologies, Inc. (the “Company”), I am pleased to offer you the position of Chairman and Chief Executive Officer, and a member of the Board of Directors, of the Company. Your employment is subject to the following terms:
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (April 22nd, 2004)
Watchguard Technologies Inc – Contact: Miles Goda VP of Corporate Development (February 12th, 2004)Seattle, Washington – February 12, 2004. WatchGuard Technologies, Inc. (Nasdaq: WGRD), a leading provider of Internet security solutions, today announced its financial results for the fourth quarter and year ended December 31, 2003.
Watchguard Technologies Inc – Contact: Miles Goda (December 24th, 2003)
Watchguard Technologies Inc – WATCHGUARD TECHNOLOGIES, INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE COMPENSATION PLAN As Amended and Restated as of April 21, 2003 (August 12th, 2003)
Watchguard Technologies Inc – RAPIDSTREAM, INC. 1998 STOCK OPTION PLAN (April 12th, 2002)Exhibit 10.1 WATCHGUARD TECHNOLOGIES, INC. RAPIDSTREAM, INC. 1998 STOCK OPTION PLAN Amended as of October 11, 2000 1. Purposes of the Plan. The purposes of this Stock Plan are to attract -------------------- and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any of its Committees as -------------- sha
Watchguard Technologies Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (April 12th, 2002)EXHIBIT 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment") is --------- made and entered into as of March 1, 2002, by and among WatchGuard Technologies, Inc., a Delaware corporation ("Acquiror"), River Acquisition Corporation, a -------- California corporation and direct wholly owned subsidiary of Acquiror ("Merger ------ Sub"), RapidStream, Inc., a California corporation (the "Company"), and Wai San --- ------- Loke, as representative of the shareholders of the Company (the "Shareholder ----------- Representative"), and amends that certain
Watchguard Technologies Inc – ESCROW AGREEMENT (April 12th, 2002)EXHIBIT 10.2 ESCROW AGREEMENT This Escrow Agreement (this "Agreement") is entered into as of April 2, --------- 2002 by and among WatchGuard Technologies, Inc., a Delaware corporation ("Acquiror"), RapidStream, Inc., a California corporation (the "Company"), Wai -------- ------- San Loke, as agent and representative of the shareholders of the Company (the "Shareholder Representative") and Mellon Investor Services LLC, as escrow agent -------------------------- (the "Escrow Agent"). ------------ RECITALS A. Acquiror, River Acquisition Corp., a California corporation and wholly owned subsidiary of Acquiror ("Merger Sub"), the Company and, for purposes of ---------- Section 6.16 thereof only, certain management sha
Watchguard Technologies Inc – SHAREHOLDERS AGREEMENT (February 15th, 2002)EXHIBIT 10.1 SHAREHOLDERS AGREEMENT This Shareholders Agreement (this "Agreement") is made and entered into as of February 5, 2002, by and among WatchGuard Technologies, Inc., a Delaware corporation ("Acquiror"), River Acquisition Corp., a California corporation and wholly owned subsidiary of Acquiror ("Merger Sub"), RapidStream, Inc., a California corporation (the "Company"), and the shareholders of the Company listed on Exhibit A to this Agreement (the "Shareholders"). RECITALS A. Each Shareholder is, as of the date of this Agreement, the record and beneficial owner of that number and class of shares of capital stock of the Company (the "Company Capital Stock") and, if applicable, Options and/or Company Warrants, set forth opposite the name of such Shareholder on Exhibit A hereto. B. Concurrently with the execution of this Agreemen
Watchguard Technologies Inc – AGREEMENT AND PLAN OF MERGER (February 15th, 2002)*Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. The omitted portions of this exhibit have been filed separately with the Securities and Exchange Commission. -------------------------------------------------------------------------------- Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG WATCHGUARD TECHNOLOGIES, INC., RIVER ACQUISITION CORP., RAPIDSTREAM, INC. AND, FOR PURPOSES OF SECTION 6.16 ONLY, CERTAIN MANAGEMENT SHAREHOLDERS OF RAPIDSTREAM, INC. DATED AS OF FEBRUARY 6, 2002 -------------
Watchguard Technologies Inc – 2000 STOCK OPTION PLAN (May 15th, 2001)EXHIBIT 10.1 WATCHGUARD TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN (Amended January 9, 2001) SECTION 1. PURPOSE The purpose of this WatchGuard Technologies, Inc. 2000 Stock Option Plan (the "Plan") is to enhance the long-term stockholder value of WatchGuard Technologies, Inc., a Delaware corporation (the "Company"), by offering opportunities to selected Employees, consultants, agents, advisors and independent contractors of the Company and its Subsidiaries (as defined in Section 2 below) to participate in the Company's growth and success, and to encourage them to remain in the service of the Company and its Subsidiaries and to acquire and maintain stock ownership in the Company. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined
Watchguard Technologies Inc – 2000 STOCK OPTION PLAN (March 28th, 2001)EXHIBIT 10.5 WATCHGUARD TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of this WatchGuard Technologies, Inc. 2000 Stock Option Plan (the "Plan") is to enhance the long-term stockholder value of WatchGuard Technologies, Inc., a Delaware corporation (the "Company"), by offering opportunities to selected Employees, consultants, agents, advisors and independent contractors of the Company and its Subsidiaries (as defined in Section 2 below) to participate in the Company's growth and success, and to encourage them to remain in the service of the Company and its Subsidiaries and to acquire and maintain stock ownership in the Company. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: 2.1 Board "Board" means t
Watchguard Technologies Inc – AGREEMENT AND PLAN OF MERGER (October 19th, 2000)EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among WATCHGUARD TECHNOLOGIES, INC., LOGAN ACQUISITION CORPORATION, QIAVE TECHNOLOGIES CORPORATION and CERTAIN COMMON STOCKHOLDERS OF QIAVE TECHNOLOGIES CORPORATION Dated as of October 4, 2000 TABLE OF CONTENTS Page ARTICLE 1 - THE MERGER............................................................................... 1 1.1 The Merger...................................
Watchguard Technologies Inc – REGISTRATION RIGHTS AGREEMENT (October 19th, 2000)EXHIBIT 10.1 WATCHGUARD TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of the 4th --------- day of October, 2000, by and among WatchGuard Technologies, Inc., a Delaware corporation ("WatchGuard"), and each of the stockholders of Qiave Technologies ---------- Corporation, a Massachusetts corporation (the "Company"), listed on Exhibit A to ------- this Agreement (collectively, the "Stockholders"). ------------ RECITALS A. WatchGuard, Logan Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of WatchGuard ("Merger Sub"), the Company, and certain -----
Watchguard Technologies Inc – LEASE (May 1st, 2000)EXHIBIT 10.13 LEASE Between WATCHGUARD TECHNOLOGIES, INC. a Delaware corporation (Tenant) and 505 UNION STATION LTD., a Washington corporation (Landlord) LEASE THIS LEASE (the "Lease") is made as of March 1, 2000, between 505 UNION ----- STATION LTD., a Washington corporation (the "Landlord"), and the Tenant named in -------- the Schedule below. The term "Project" means the building (the "Building") ------- -------- known as "505 Union Station" and t
Watchguard Technologies Inc – LOAN MODIFICATION AGREEMENT (May 1st, 2000)EXHIBIT 10.14 LOAN MODIFICATION AGREEMENT BETWEEN: WatchGuard Technologies, Inc., a Delaware corporation ("Borrower"), whose address is 316 Occidental Ave. S., Suite 200, Seattle, WA 98104; AND: Silicon Valley Bank ("Silicon"), whose address is 3003 Tasman Drive, Santa Clara, California 95054; DATE: March 21, 2000 This Loan Modification Agreement is entered into on the above date by Borrower and Silicon. 1. Background. Borrower entered into a Loan and Security Agreement with Silicon in August, 1997 (as amended or modified from time to time, the "Loan Agreement"). Capitalized terms used in this Loan Modification Agreement shall, unless otherwise defined in this Agreement, have the meaning given to such terms in the Loan Agreement. Silicon and Borrower are entering into this Agreement to state the terms and conditions of certain modifica
Watchguard Technologies Inc – UNDERWRITING AGREEMENT (February 14th, 2000)Exhibit 1.1 3,450,000 Shares WatchGuard Technologies, Inc. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENT February ___, 2000 Credit Suisse First Boston Corporation Dain Rauscher Wessels, a division of Dain Rauscher Incorporated Soundview Technology Group, Inc. 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. WatchGuard Technologies, Inc., a Delaware corporation ("Company") proposes to issue and sell 1,500,000 shares of its Common Stock, par value $0.001 per share ("Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholders") propos
Watchguard Technologies Inc – STOCK VESTING AGREEMENT (November 2nd, 1999)EXHIBIT 10.2 STOCK VESTING AGREEMENT THIS STOCK VESTING AGREEMENT (this "Agreement"), dated as of October 19, 1999, between WatchGuard Technologies, Inc.WatchGuard Technologies, Inc., a Delaware corporation (the "Company") and Danny M. BeadleDanny M. Beadle, an individual ("Employee"). RECITALS A. Pursuant to that certain Asset Purchase Agreement among BeadleNet, LLC, the Company, Productivity Enhancement Products, Inc. and Employee, dated October 19, 1999, BeadleNet, LLC will sell substantially all of its assets to the Company (the "Asset Purchase Agreement"). B. In connection with the Asset Purchase Agreement, Employee and the Company have entered into an Employment Agreement, dated October 19, 1999 (the "Employment Agreement"), pursuant to which Employee has agreed to provide services to the Company for a term beginning on the
Watchguard Technologies Inc – ASSET PURCHASE AGREEMENT (November 2nd, 1999)EXHIBIT 2.1 ASSET PURCHASE AGREEMENT among BeadleNet, LLC, Productivity Enhancement Products, Inc., Danny M. Beadle and WatchGuard Technologies, Inc. Dated October 19, 1999 CONTENTS 1. Definitions ........................................................ 1 2. Purchase and Sale of Assets......................................... 7 2.1 Purchase and Sale............................................. 7 2.1.1 Equipment.............................................. 7 2.1.2 Equipment and Other Personal Property Leases.........
