Broadbase Software Inc Sample Contracts

Broadbase Software Inc – OFFER LETTER, ERIC WILLGOHS (March 23rd, 2001)

1 EXHIBIT 10.13 OFFER LETTER, ERIC WILLGOHS July 20, 1999 Eric Willgohs Dear Eric, I am pleased to offer you the position of General Counsel, Vice President Legal for Broadbase Software, Inc., reporting directly to me. This letter outlines the proposed terms of employment with Broadbase. - Your annual salary will be $120,000 paid semi-monthly - Your "at target" pay including base salary and bonus is $50,000. - You will start immediately. I will recommend that you will be granted an option to purchase 60,000 shares of stock. This grant is subject to approval by the Board of Directors at its first meeting after your employment begins. The option would vest over four years and would be governed by the terms set forth in the Company's standard form of stock options agreement. The purchase price of each of the shares covered by the option will be the closing price of the Company's common st

Broadbase Software Inc – EMPLOYMENT AGREEMENT (March 23rd, 2001)

1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of September 18, 2000, by and between MASSOOD ZARRABIAN (the "Employee") and BROADBASE SOFTWARE, INC., a Delaware corporation (the "Company"). This Agreement shall be effective at the effective time of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated September 18, 2000, by and among the Company, Servicesoft, Inc., a Delaware corporation ("FormerCo"), and Soldier Acquisition Corp., a Delaware Corporation and a wholly owned subsidiary of the Company (the "Merger Agreement"). This Agreement shall be null and void, and no parties shall be deemed to have any rights hereunder, unless and until the Merger is consummated (the time of such consummation being the "Effective Time"). 1. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITION. The Company agrees to employ the

Broadbase Software Inc – OFFER LETTER, GREG MARTIN (March 23rd, 2001)

1 EXHIBIT 10.12 OFFER LETTER, GREG MARTIN January 4, 2000 Greg Martin Dear Greg, I am pleased to offer you the position of Sr. Vice President of Consulting Services for Broadbase Software, Inc. This letter outlines the proposed terms of employment with Broadbase. - Your annual salary will be $200,000 paid semi-monthly - There is an incentive bonus associated with this position allowing you to make an additional $40,000 per annum to be paid semi-annually - You will start immediately. I will recommend that you will be granted an option to purchase 125,000 shares of stock. This grant is subject to approval by the Board of Directors after your employment begins. The option would vest over four years subject to a three-month cliff and would be governed by the terms set forth in the Company's standard form of stock options agreement. The purchase price of each of the shares covered by

Broadbase Software Inc – AMENDMENT NO. 2 (December 19th, 2000)

1 EXHIBIT 4.08 SERVICESOFT, INC. AMENDMENT NO. 2 TO 1999 STOCK OPTION AND GRANT PLAN MARCH 24, 2000 W I T N E S S E T H: WHEREAS, the Board of Directors and the Stockholders of Servicesoft, Inc. (the "Company") approved and adopted the 1999 Stock Option and Grant Plan (the "Plan") of the Company, dated November 1, 1999, and amended same pursuant to Amendment No. 1 of the 1999 Stock Option and Grant Plan, dated February 10, 2000; WHEREAS, the Board of Directors and the Stockholders of the Company have determined that it is in the best interest of the Company to amend the Plan in order to provide for an increase in the number of shares authorized for issuance under the Plan; NOW, THEREFORE, the Plan is amended as fol

Broadbase Software Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (December 19th, 2000)

1 EXHIBIT 4.10 NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: Massood Zarrabian ------------------------------------ No. of Option Shares: 430,000 shares of Common Stock ------------------------------------ Grant Date: July 10, 2000 ------------------------------------ Expiration Date: July 9, 2010 ------------------------------------ Per Share Option Exercise Price: $14.00 ------------------------------------ This NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of July 10, 2000 (the "Grant Date"), is by and between Servicesoft, Inc., a Delaware corporation (together with all successors ther

Broadbase Software Inc – AMENDMENT NO. 1 (December 19th, 2000)

1 EXHIBIT 4.07 SERVICESOFT TECHNOLOGIES, INC. AMENDMENT NO. 1 TO 1999 STOCK OPTION AND GRANT PLAN FEBRUARY 10, 2000 W I T N E S S E T H: WHEREAS, the Board of Directors and the Stockholders of Servicesoft Technologies, Inc. (the "Company") approved and adopted the 1999 Stock Option and Grant Plan (the "Plan") of the Company, dated November 1, 1999; WHEREAS, the Board of Directors and the Stockholders of the Company have determined that it is in the best interest of the Company to amend the Plan in order to provide for the issuance of Awards under the Plan to officers and other employees, Independent Directors, consultants, and key persons of the Company and its Subsidiaries who are legal residents of the State of California

Broadbase Software Inc – 1994 STOCK OPTION PLAN (December 19th, 2000)

1 EXHIBIT 4.05 SERVICESOFT TECHNOLOGIES, INC. AMENDED AND RESTATED 1994 STOCK OPTION PLAN 1. Purpose. The Servicesoft Technologies, Inc. Stock Option Plan (the "Plan") is intended to provide a method whereby employees and other associated persons (including officers and directors) of Servicesoft Technologies, Inc. (the "Company") and its subsidiaries who are making, and are expected to continue making, substantial contributions to the successful management and growth of the Company and its subsidiaries may be offered an opportunity to acquire Common Stock, par value $0.01 per share (the "Common Stock"), of the Company. The intention is to increase the proprietary interest of those persons in the Company and their incentive to remain in and advance in the service of the Company and its subsidiaries and to attract and retain pe

Broadbase Software Inc – INCENTIVE STOCK OPTION AGREEMENT (December 19th, 2000)

1 EXHIBIT 4.11 ROSH INTELLIGENT SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT Made as of the ____ day of __________, 199_ ROSH INTELLIGENT SYSTEMS, INC., a Delaware corporation (the "Company"); AND ___________________ an employee of the Company (the "Optionee"). WITNESSETH WHEREAS the Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, par value $0.01 per share (the "Common Stock"), as hereinafter provided, to carry out the purposes of the Company's Stock Option Plan (the "Plan"); and WHEREAS the Optionee agrees to accept the Option (as hereinafter defined) under the terms and conditions stated herein; NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto

Broadbase Software Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (December 19th, 2000)

1 EXHIBIT 4.09 SERVICESOFT, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Servicesoft, Inc. 2000 Employee Stock Purchase Plan ("the Plan") is to provide eligible employees of ServiceSoft, Inc. (the "Company") and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, $.01 par value (the "Common Stock"). Five Hundred Thousand (500,000) shares of Common Stock in the aggregate have been approved for this purpose. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be interpreted in accordance with that intent. 1. ADMINISTRATION. The Plan will be administered by the Company's Board of Directors (the "Board") or by a committee appointed by the Board for such purp

Broadbase Software Inc – OFFER LETTER, FABIO ANGELILLIS (November 13th, 2000)

1 EXHIBIT 10.1 OFFER LETTER, FABIO ANGELILLIS August 21, 2000 Fabio Angelillis Dear Fabio, We are pleased to offer you the position of Executive Vice President, Engineering for Broadbase Software, Inc., reporting to Chuck Bay, Chief Executive Officer. This letter outlines the proposed terms of employment with Broadbase. Your start date will be determined. - Your annual salary will be $200,000 paid semi-monthly. - There is an incentive (MBO) bonus associated with this position allowing you to make an additional $40,000. Your bonus will be based on achievement of your objectives and is paid in two installments on a semi-annual basis. I will recommend that you be granted an option to purchase 400,000 shares of stock. This grant is subject to approval by the Board of Directors after your employment begins. The option would vest on a

Broadbase Software Inc – LEASE AGREEMENT DATED AUGUST 11,2000 (November 13th, 2000)

1 EXHIBIT 10.4 LEASE AGREEMENT DATED AUGUST 11,2000 This Lease, made this 11th day of August , 2000 between J. Robert S. Wheatley and Roger A. Fields, d.b.a. R & R Properties, hereinafter called Landlord, and Broadbase Software, Inc., a Delaware Corporation, hereinafter called Tenant. WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord those certain premises (the "Premises") outlined in red on Exhibit "A", attached hereto and incorporated herein by this reference thereto more particularly described as follows: The entire building, consisting of approximately 32,466 square feet, and the appurtenant exterior and parking areas comprising the entire parcel commonly known as 155 Jefferson Drive, Menlo Park, County of San Mateo, California, 94025. As used herein the Premises shall mean and include all of the land outlin

Broadbase Software Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (November 9th, 2000)

1 EXHIBIT 4.11 BROADBASE SOFTWARE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN As Adopted July 2, 1999 and as amended on November 2, 2000 1. ESTABLISHMENT OF PLAN. Broadbase Software, Inc. (the "COMPANY") proposes to grant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this "PLAN"). For purposes of this Plan, "PARENT CORPORATION" and "SUBSIDIARY" shall have the same meanings as "parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the "CODE"). "PARTICIPATING SUBSIDIARIES" are Parent Corporations or Subsidiaries that the Board of Directors of the Company (the "BOARD") des

Broadbase Software Inc – 1999 EQUITY INCENTIVE PLAN (November 9th, 2000)

1 EXHIBIT 4.09 BROADBASE SOFTWARE, INC. 1999 EQUITY INCENTIVE PLAN As Adopted July 2, 1999, and as amended on November 2, 2000 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 13,933

Broadbase Software Inc – AGREEMENT AND PLAN OF MERGER (September 26th, 2000)

1 EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is entered into as of July 6, 2000, by and among Broadbase Software, Inc., a Delaware corporation ("BROADBASE"), Panopticon, Inc., a California corporation ("PANOPTICON"), and Bridge Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Broadbase ("MERGER SUB"). RECITALS A. The parties intend that, on the terms and subject to the conditions hereinafter set forth, Merger Sub will merge with and into Panopticon in a reverse triangular merger (the "MERGER"), with Panopticon continuing as the surviving corporation, all pursuant to the terms and conditions of this Agreement, an Agreement of Merger substantially in the form of Exhibit A-1 (the "AGREEMENT OF MERGER"), a Certificate of Merger substantially in the form of

Broadbase Software Inc – 1999 STOCK PLAN (September 26th, 2000)

1 EXHIBIT 4.08 PANOPTICON, INC. 1999 STOCK PLAN 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 shall be administering the Plan in accordance with Section 4 hereof. (b) "Applicable Laws" means the requirements relating to the adm

Broadbase Software Inc – NON-PLAN STOCK OPTION AGREEMENT (June 27th, 2000)

1 EXHIBIT 4.10 BROADBASE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Broadbase Software, Inc., a Delaware corporation (the "COMPANY"), and the optionee named below ("OPTIONEE"). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 20. OPTIONEE: David Milam SOCIAL SECURITY NUMBER: ###-##-#### OPTIONEE'S ADDRESS: 360 Montserrat Drive Redwood City, CA 94065 TOTAL OPTION SHARES: 400,000 EXERCISE PRICE PER SHARE: $14.5156 DATE OF GRANT: 4/24/2000 VESTING START DATE:

Broadbase Software Inc – 1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (June 27th, 2000)

1 EXHIBIT 4.09 APERIO, INC. 1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN SECTION 1. PURPOSES OF PLAN; DEFINITIONS 1.1. General Purposes. Aperio, Inc, a Delaware corporation (the "Company"), desires to afford certain executives, key employees and directors of, and certain other individuals providing services to, the Company an opportunity to initiate or increase their proprietary interests in the Company, and thus to create in such persons an increased interest in and greater concern for the long-term welfare of the Company. By granting stock options to acquire shares of common stock of the Company under this 1998 Incentive and Nonqualified Stock Option Plan (this "Plan"), the Company seeks to retain the services of persons now holding key positions with the Company and to secure the services of other persons capable of filling key positions with

Broadbase Software Inc – NON-PLAN STOCK OPTION AGREEMENT (June 27th, 2000)

1 EXHIBIT 4.11 BROADBASE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Broadbase Software, Inc., a Delaware corporation (the "COMPANY"), and the optionee named below ("OPTIONEE"). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 20. OPTIONEE: William Wolfe SOCIAL SECURITY NUMBER: ###-##-#### OPTIONEE'S ADDRESS: ____________________________ ____________________________ TOTAL OPTION SHARES: 200,000 EXERCISE PRICE PER SHARE: $14.5156 DATE OF GRANT: 4/24/2000 VESTING STAR

Broadbase Software Inc – 2000 STOCK INCENTIVE PLAN (June 2nd, 2000)

1 EXHIBIT 4.09 BROADBASE SOFTWARE, INC. 2000 STOCK INCENTIVE PLAN As Adopted May 3, 2000 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 if they are not otherwise defined in other sections of this Plan. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. Subject to Sections 2.2 and 17, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 3,000,000 Shares. Subject to

Broadbase Software Inc – LEASE (May 11th, 2000)

1 EXHIBIT 10.3 TENANT: BROADBASE SOFTWARE, INC. LEASE TABLE OF CONTENTS ARTICLE TITLE PAGE ------- ----- ---- 1 PREMISES AND TERM 1 2 RENT 3 3 LANDLORD'S WORK - TENANT'S WORK 5 4 STREETS 5 5 UTILITY SERVICES 5 6 ASSIGNMENT - CHANGE OF OWNERSHIP 5 7 TENANT'S ADDITIONAL AGREEMENTS 8 8 USE OF PREMISES 10 9 INDEMNITY AND PUBLIC LIABILITY INSURANCE 10 10 FIRE INSURANCE AND CASUALTY 11 11 REPAIR

Broadbase Software Inc – NON-PLAN STOCK OPTION AGREEMENT (March 10th, 2000)

1 EXHIBIT 4.12 BROADBASE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Broadbase Software, Inc., a Delaware corporation (the "COMPANY"), and the optionee named below ("OPTIONEE"). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 20. OPTIONEE: Greg Martin SOCIAL SECURITY NUMBER: ------------------------------- OPTIONEE'S ADDRESS: ------------------------------- ------------------------------- TOTAL OPTION SHARES: 125,000 EXERCISE PRICE PER SHARE: $54.00 DATE OF GRANT: 1/4/20

Broadbase Software Inc – NON-PLAN STOCK OPTION AGREEMENT (March 10th, 2000)

1 EXHIBIT 4.13 BROADBASE SOFTWARE, INC. NON-PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Broadbase Software, Inc., a Delaware corporation (the "COMPANY"), and the optionee named below ("OPTIONEE"). Capitalized terms not defined herein shall have the meaning ascribed to them in Section 20. OPTIONEE: Rusty Thomas SOCIAL SECURITY NUMBER: ------------------------------- OPTIONEE'S ADDRESS: ------------------------------- ------------------------------- TOTAL OPTION SHARES: 175,000 EXERCISE PRICE PER SHARE: $54.00 DATE OF GRANT:

Broadbase Software Inc – STOCK OPTION AGREEMENT (March 10th, 2000)

1 EXHIBIT 4.14 RUBRIC, INC. STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Optionee's Name and Address: Paul H. Salsgiver 673 Varese Pleasanton, California 94566 You have been granted an option to purchase Common Stock of the Company as follows: Date of Grant December 8, 1999 Exercise Price per Share: $0.30 Total Number of Shares Granted 360,000 Total Exercise Price $108,000 Type of Option: Incentive Stock Option ----- X

Broadbase Software Inc – 1997 STOCK OPTION PLAN (February 14th, 2000)

1 EXHIBIT 10.15 RUBRIC, INC. 1997 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option 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: 1. "Administrator" means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof. 2. "Applicable Laws" means the requirements relating to the administ

Broadbase Software Inc – UNDERWRITING AGREEMENT (February 14th, 2000)

1 EXHIBIT 1.01 BROADBASE SOFTWARE, INC. COMMON STOCK, $.001 PAR VALUE ----------------------- UNDERWRITING AGREEMENT FEBRUARY ___, 2000 Goldman, Sachs & Co., Deutsche Bank Securities Inc., Dain Rauscher Incorporated, Thomas Weisel Partners LLC, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Broadbase Software, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 shares and, at the election of the Underwriters, up to 450,000 additional shar

Broadbase Software Inc – AMENDMENT OF NOTE AND STOCK PLEDGE AGREEMENT (January 21st, 2000)

1 Exhibit 10.11 AMENDMENT OF NOTE AND STOCK PLEDGE AGREEMENT Whereas, Broadbase Software, Inc., successor to Broadbase Information Systems, Inc., (the "Company") and Mark Kremer (the "Debtor") entered into a Secured Non-Recourse Promissory Note (the "Note") and an associated Stock Pledge Agreement, each dated April 29, 1998, and Whereas, the parties now desire to amend certain provisions of such agreements; Therefore, the parties hereby agree to amend the Note and the Stock Pledge Agreement, as of December 2, 1999, as follows: Section 1 of the Note is hereby amended to read as follows: 1. OBLIGATION. For value received, Mark Kremer (the "Debtor") promises to pay to Broadbase Software, Inc., (the "Company"), or order, no later than the earlier of (i) April 29, 1999, or at Debtor's election, in writing to the Company, by April 29, 2000 or April 29,

Broadbase Software Inc – EMPLOYMENT AGREEMENT (January 21st, 2000)

1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of December 9, 1999, by and between ANU SHUKLA (the "Employee") and BROADBASE SOFTWARE, INC., a Delaware corporation (the "Company"). This Agreement shall be effective at the effective time of the merger (the "Merger") contemplated by the Merger Agreement and Plan of Reorganization dated December 9, 1999, by and among the Company, Rubric, Inc., a Delaware corporation ("Rubric") and Bronco Acquisition Corp., a Delaware Corporation and a wholly owned subsidiary of the Company. This Agreement shall be null and void, and no parties shall be deemed to have any rights hereunder, unless and until the Merger is consummated. 1. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITION. The Company agrees to employ the Employee in an executive advisory position and the Employee shall report to t

Broadbase Software Inc – AGREEMENT AND PLAN OF REORGANIZATION (January 21st, 2000)

1 Exhibit 2.01 AGREEMENT AND PLAN OF REORGANIZATION AMONG BROADBASE SOFTWARE, INC. RUBRIC, INC. AND BRONCO ACQUISITION CORP. DECEMBER 9, 1999 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of December 9, 1999, by and among Broadbase Software, Inc., a Delaware corporation ("Broadbase"), Rubric, Inc., a Delaware corporation ("Rubric"), and Bronco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Broadbase ("Newco"). RECITALS A. The parties intend that, subject to the terms and conditions hereinafter set forth, Newco w

Broadbase Software Inc – EMPLOYMENT AGREEMENT (January 21st, 2000)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of December 9, 1999, by and between CHRIS MAEDA (the "Employee") and BROADBASE SOFTWARE, INC., a Delaware corporation (the "Company"). This Agreement shall be effective at the effective time of the merger (the "Merger") contemplated by the Merger Agreement and Plan of Reorganization dated December 9, 1999, by and among the Company, Rubric, Inc., a Delaware corporation ("Rubric"), and Bronco Acquisition Corp., a Delaware Corporation and a wholly owned subsidiary of the Company. This Agreement shall be null and void, and no parties shall be deemed to have any rights hereunder, unless and until the Merger is consummated. 1. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITION. The Company agrees to employ the Employee in the position of Vice President of Applications Development (t

Broadbase Software Inc – UNDERWRITING AGREEMENT (September 20th, 1999)

1 EXHIBIT 1.01 4,000,000 Shares Broadbase Software, Inc. Common Stock ($.001 Par Value) UNDERWRITING AGREEMENT September __, 1999 Deutsche Bank Securities Inc. Dain Rauscher Wessels Thomas Weisel Partners LLC E*OFFERING Corp. As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: Broadbase Software, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 4,000,000 shares of the Company's Common Stock, $.001 par value (the "Fir

Broadbase Software Inc – AGREEMENT BETWEEN INDUS AND BROADBASE (September 20th, 1999)

1 EXHIBIT 10.10 AGREEMENT BETWEEN INDUS AND BROADBASE Understanding that Indus and Broadbase are, and will continue to, make good faith efforts toward the successful conclusion of an OEM relationship, both parties agree to the following: Broadbase agrees to take an active role in the development, testing and release of the Indus Knowledge Warehouse (IKW). In consideration for Broadbase's efforts Indus agrees to commit to a prepayment of OEM royalties in the amount of $250,000 on or before March 31, 1999. This prepay balance can be used to offset royalty payments due from Indus to Broadbase on sales of the IKW on or after the general availability release of the product at a rate of 50% of the amounts owed. The amounts of the royalty payments owed will be calculated in accordance with whatever OEM agreement is in effect at the time the amount owed is incurred. The prepay balance may not be used to offset amoun

Broadbase Software Inc – CERTIFICATE OF INCORPORATION (September 20th, 1999)

1 Exhibit 3.04 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BROADBASE SOFTWARE, INC. BEFORE RECEIPT OF PAYMENT FOR STOCK Broadbase Software, Inc., a Delaware corporation, does hereby certify that: 1. The corporation has not received any payment for any of its stock. 2. The amendment set forth below to the corporation's Certificate of Incorporation ("Certificate") was duly adopted by a majority of its directors in accordance with the provisions of Section 241 of the Delaware General Corporation Law. 3. Article IV, Paragraph A of the Certificate is hereby amended and restated in full as follows: Article IV "A. Authorization of Shares. The total num

Broadbase Software Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (August 30th, 1999)

1 EXHIBIT 10.04 BROADBASE SOFTWARE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN As Adopted July 2, 1999 As Amended August 19, 1999 1. ESTABLISHMENT OF PLAN. Broadbase Software, Inc. (the "COMPANY") proposes to grant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this "PLAN"). For purposes of this Plan, "PARENT CORPORATION" and "SUBSIDIARY" shall have the same meanings as "parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the "CODE"). "PARTICIPATING SUBSIDIARIES" are Parent Corporations or Subsidiaries that the Board of Directors of the Company (the "BOARD") desig

Broadbase Software Inc – 1999 EQUITY INCENTIVE PLAN (August 30th, 1999)

1 EXHIBIT 10.03 BROADBASE SOFTWARE, INC. 1999 EQUITY INCENTIVE PLAN As Adopted July 2, 1999 As Amended August 19, 1999 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 3,500,000 Shares

Broadbase Software Inc – SEPARATION AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.09 SEPARATION AGREEMENT The Separation Agreement ("Agreement") is entered into effective April 14, 1999 ("Effective Date") between Broadbase Information Systems, Inc., a California Corporation, its officers, directors, employees, agents, attorneys, assignees, successors and predecessors (collectively, "Broadbase") and Bruce Armstrong ("Employee"). WHEREAS, Employee has been employed by Broadbase, and both Employee and Broadbase have agreed that Employee's employment shall terminate effective June 30, 1999 ("Termination Date"). Broadbase and Employee wish to sever their relationship in a way that preserves the goodwill which exists between them. NOW THEREFORE, for and in consideration of the payment by Broadbase to Employee of the sums described in this Agreement, the parties agree as follows: 1. TERMINATION DATE: Employee's employment with Broadbase is