Informatica Corp Sample Contracts

Informatica Corp – AMENDED AND RESTATED BYLAWS OF (August 6th, 2015)
Informatica Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INFORMATICA CORPORATION (August 6th, 2015)

THE UNDERSIGNED, for the purpose of amending and restating the certificate of incorporation of the Corporation, pursuant to the provisions of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify pursuant to Section 103(a)(2) of the DGCL as follows:

Informatica Corp – JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England (April 30th, 2015)

This master confirmation (this “Master Confirmation”), dated as of February 3, 2015 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between J.P. Morgan Securities LLC (“Agent”), as agent for JPMorgan Chase Bank, National Association, London Branch (“Dealer”), and Informatica Corporation, a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

Informatica Corp – Merrill Lynch International, (April 30th, 2015)

This master confirmation (this “Master Confirmation”), dated as of February 3, 2015 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Merrill Lynch International (“Dealer”) acting through its agent Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Agent”), and Informatica Corporation, a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified belo

Informatica Corp – EXECUTIVE SEVERANCE AGREEMENT (April 30th, 2015)

This Executive Severance Agreement (“Severance Agreement”) is entered into as of the last date signed below (the “Effective Date”) by and between Informatica Corporation (the “Company”) and [NAME] (the “Executive”) (collectively, the “Parties”). This Severance Agreement amends, restates and completely replaces any other Executive Severance Agreement that Executive entered into with the Company prior to the Effective Date. On and following the Effective Date, any such prior Executive Severance Agreement no longer will be of any force or effect.

Informatica Corp – Informatica Announces Agreement to be Acquired by the Permira Funds and Canada Pension Plan Investment Board Transaction Valued at Approximately $5.3 Billion or $48.75 Per Share The Permira Funds Partner with Canada Pension Plan Investment Board to Acquire World’s Number One Independent Enterprise Data Integration Provider (April 7th, 2015)

REDWOOD CITY, Calif. — April 7, 2015 — Informatica Corporation (Nasdaq:INFA) (the “Company”), the world’s number one independent provider of enterprise data integration software and services, today announced that it has entered into a definitive agreement to be acquired by a company controlled by the Permira funds and Canada Pension Plan Investment Board (CPPIB) for approximately $5.3 billion.

Informatica Corp – AMENDMENT TO AMENDED AND RESTATED BYLAWS OF INFORMATICA CORPORATION (April 7th, 2015)

Pursuant to a resolution duly adopted by the Board of Directors of Informatica Corporation, a Delaware corporation (the “Corporation”), effective April 6, 2015, the Amended and Restated Bylaws are amended as follows:

Informatica Corp – MERGER AGREEMENT by and among ITALICS INC. ITALICS MERGER SUB INC. and INFORMATICA CORPORATION Dated April 6, 2015 (April 7th, 2015)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 6, 2015, by and among Italics Inc., a Delaware corporation (“Newco”), Italics Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and Informatica Corporation, a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.

Informatica Corp – October 13th 2014 Mike Berry [Address] (February 26th, 2015)

I am pleased to offer you the position of Executive Vice President and Chief Financial Officer with Informatica Corporation. In this capacity, you will report to Sohaib Abbasi, CEO and President.

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 26th, 2015)

You have been granted an Award of performance-based restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – CREDIT AGREEMENT dated as of September 26, 2014 among (November 6th, 2014)

CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2014 among INFORMATICA CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., as Syndication Agent.

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (Effective April 28, 2009) (As amended effective May 23, 2014) (August 7th, 2014)
Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (Effective April 28, 2009) (As amended effective March 14, 2014) (May 8th, 2014)
Informatica Corp – August 4, 2013 Anil Chakravarthy [Address] (November 7th, 2013)

I am pleased to offer you the position of EVP and Chief Product Officer with Informatica Corporation. In this capacity, you will report to Sohaib Abbasi, CEO and President.

Informatica Corp – 2009 EQUITY INCENTIVE PLAN (Effective April 28, 2009) (As amended effective May 24, 2013) (August 8th, 2013)
Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (Effective April 28, 2009) (As amended effective May 31, 2012) (August 8th, 2012)
Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 24th, 2012)

You have been granted an Award of performance-based restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – PURCHASE AND SALE AGREEMENT 2000 and 2100 Seaport Boulevard in the City of Redwood City, County of San Mateo, State of California SELLER: VII PACIFIC SHORES INVESTORS, L.L.C., a Delaware limited liability company BUYER: (February 24th, 2012)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of November 17, 2011 (the “Effective Date”), by and among VII PACIFIC SHORES INVESTORS, L.L.C., a Delaware limited liability company (“Seller”); and INFORMATICA CORPORATION, a Delaware corporation (“Buyer”).

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD (January 30th, 2012)

You have been granted an Award of performance-based restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (November 7th, 2011)

You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (August 8th, 2011)

You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (Effective April 28, 2009) (As amended effective May 26, 2011) (August 8th, 2011)
Informatica Corp – Page ARTICLE I — CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNED MEETING; NOTICE 6 2.8 CONDUCT OF BUSINESS 7 2.9 VOTING 7 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 7 2.11 RECORD DATES 9 2.12 PROXIES 10 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE 10 2.14 INSPECTORS OF ELECTION 10 ARTICLE III — DIRECTORS 11 3.1 NUMBER, ELECTION, QUALIFICATION AND TERM OF OFFICE (March 15th, 2011)
Informatica Corp – [NAME] [ADDRESS] Re: Letter Agreement Regarding Change of Control Vesting Dear [NAME]: (February 25th, 2011)

This letter (“Letter Agreement”) confirms our mutual agreement regarding vesting acceleration of your equity awards with respect to Informatica Common Stock in the event of a change in control transaction.

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 25th, 2011)

You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – INDEMNIFICATION AGREEMENT (February 25th, 2011)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of [ ], by and between Informatica Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 25th, 2011)

You have been granted an option to purchase shares of common stock of the Company, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows:

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 25th, 2011)

You have been granted an option to purchase shares of common stock of the Company, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows:

Informatica Corp – INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN (February 25th, 2011)

You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Informatica Corporation 2009 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) as follows:

Informatica Corp – J.P.Morgan CREDIT AGREEMENT dated as of September 29, 2010 among INFORMATICA CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent COMERICA BANK as Syndication Agent and BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and COMERICA BANK as Joint Bookrunners and Joint Lead Arrangers (November 5th, 2010)

CREDIT AGREEMENT (this “Agreement”) dated as of September 29, 2010 among INFORMATICA CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, COMERICA BANK, as Syndication Agent and BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Informatica Corp – Page ARTICLE I — CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNED MEETING; NOTICE 6 2.8 CONDUCT OF BUSINESS 6 2.9 VOTING 7 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 7 2.11 RECORD DATES 9 2.12 PROXIES 9 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE 10 2.14 INSPECTORS OF ELECTION 10 ARTICLE III — DIRECTORS 11 3.1 NUMBER, ELECTION, QUALIFICATION AND TERM OF OFFICE (October 22nd, 2010)
Informatica Corp – INFORMATICA CORPORATION AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (August 5th, 2010)

This Amended and Restated Severance Agreement (“Severance Agreement”) is entered into as of the last date signed below by and between Informatica Corporation (the “Company”) and [ ] (the “Executive”) (collectively, the “Parties”).

Informatica Corp – SECOND AMENDMENT TO SOHAIB ABBASI EMPLOYMENT AGREEMENT (August 5th, 2010)

This amendment (the “Amendment”), is made by and between Sohaib Abbasi (the “Executive”) and Informatica Corporation (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).

Informatica Corp – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (April 13th, 2010)

The following unaudited pro forma condensed combined balance sheet as of September 30, 2009 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2009 and for the fiscal year ended December 31, 2008 are based on the historical financial statements of Informatica Corporation (“Informatica”) and Siperian, Inc. (“Siperian”) after giving effect to the acquisition of all the capital stock of Siperian by Informatica in a cash merger transaction valued at approximately $130 million by Informatica, and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The acquisition was completed on January 28, 2010.

Informatica Corp – SIPERIAN, INC. 2003 EQUITY INCENTIVE PLAN As Adopted on February 20, 2003 As Amended on August 1, 2003 As Amended on May 12, 2004 As Amended on September 22, 2004 As amended on March 14, 2005 As Amended on October 19, 2005 As Amended on May 23, 2006 As Amended on September 20, 2007 As Amended on December 18, 2007 As amended on February 25, 2008 (February 11th, 2010)