Portal Software Inc Sample Contracts

Portal Software IncPORTAL SOFTWARE, INC. AMENDMENT TO STOCK OPTION AGREEMENT (June 26th, 2006)

This Amendment (the “Amendment”) is made this day of June 2006, by and between [NAME] (“Optionee”) and Portal Software, Inc. (the “Company”). Capitalized terms used without definition in this Amendment will have the meanings given such terms in the Company’s 1999 Stock Incentive Plan (the “Plan”).

Portal Software IncAMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION, POTTER ACQUISITION CORPORATION And PORTAL SOFTWARE, INC. Dated as of June 13, 2006 (June 13th, 2006)

This AMENDMENT NO. 1 (this “Amendment”) dated as of June 13, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”), amends certain provisions of the Agreement and Plan of Merger dated as of April 11, 2006 by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning given to that term in the Merger Agreement.

Portal Software IncFIRST AMENDMENT TO LEASE TERMINATION AGREEMENT (June 9th, 2006)

THIS FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT (the “Amendment”) is made as of March 22, 2006, between SYMANTEC CORPORATION, a Delaware corporation (“Symantec”) and PORTAL SOFTWARE, INC., a Delaware corporation (“Tenant”).

Portal Software IncLEASE TERMINATION AGREEMENT (June 9th, 2006)

THIS LEASE TERMINATION AGREEMENT (the “Agreement”) is made as of February 15th, 2006, between SYMANTEC CORPORATION, a Delaware corporation (“Symantec”) and PORTAL SOFTWARE, INC., a Delaware corporation (“Tenant”).

Portal Software IncRe: Post Closing Employee Payment and Retention Agreement (April 26th, 2006)

As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation

Portal Software IncRe: Post Closing Employee Payment and Retention Agreement (April 26th, 2006)

As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation

Portal Software IncPORTAL SOFTWARE, INC. AMENDMENT NO. 1 TO RIGHTS AGREEMENT (April 17th, 2006)

THIS AMENDMENT NO. 1 (this “Amendment”), dated as of April 11, 2006, is made by and between PORTAL SOFTWARE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., formerly EQUISERVE TRUST COMPANY, N.A., a national banking association (the “Rights Agent”) to amend the Rights Agreement, dated as of August 16, 2002, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.

Portal Software IncAGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION POTTER ACQUISITION CORPORATION and PORTAL SOFTWARE, INC. Dated as of April 11, 2006 (April 17th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

Portal Software IncLetter Agreement (January 13th, 2006)

As previously discussed and until further notice, I hereby disclaim my compensation for service on the Portal board as specified by the plan adopted by the board at the January 9, 2006 board meeting. More specifically, I disclaim 100 percent of the annual retainer, the per meeting fees, and the annual stock option grant. Please make this effective as of the Jan 9th board meeting.

Portal Software IncPORTAL SOFTWARE, INC. JOHN E. LITTLE SEVERANCE AGREEMENT AND RELEASE (May 6th, 2005)

This Severance Agreement and Release (“Agreement”) is made by and between Portal Software, Inc. (the “Company”), and John E. Little (“Executive”).

Portal Software IncCONSULTING AGREEMENT (March 31st, 2005)

This Consulting Agreement is entered into as of this 25th day of March 2005 (“Agreement”), by and between Portal Software, Inc., a Delaware corporation maintaining its principal place of business at 10200 South de Anza Boulevard, Cupertino, CA 94015 USA (“Portal”) and Jerome Behar, located at 81 Encina Avenue, Palo Alto, California 94301 (“Consultant”).

Portal Software IncPORTAL SOFTWARE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT (March 29th, 2005)
Portal Software IncPORTAL SOFTWARE, INC. INDEMNIFICATION AGREEMENT (February 24th, 2005)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this «Day» day of «MoYear» by and between Portal Software, Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).

Portal Software IncEMPLOYMENT AGREEMENT (February 9th, 2005)

EMPLOYMENT AGREEMENT made as of the day of February 2005 by and between Portal Software, Inc,. a Delaware corporation (the “Corporation”), and David S. Labuda (the “Executive”).

Portal Software IncPORTAL SOFTWARE, INC. HOWARD A. BAIN III SEVERANCE AGREEMENT AND RELEASE (November 9th, 2004)

This Severance Agreement and Release (“Agreement”) is made by and between Portal Software, Inc. (the “Company”), and Howard A. Bain III (“Executive”).

Portal Software IncSEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (April 14th, 2004)
Portal Software IncGENERAL RELEASE OF ALL CLAIMS (April 14th, 2004)
Portal Software IncPORTAL SOFTWARE, INC. 22,641,509 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENT (September 12th, 2003)

These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Portal Software IncPORTAL SOFTWARE, INC. INDEMNIFICATION AGREEMENT (May 1st, 2003)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this «Day» day of «MoYear» by and between Portal Software, Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).

Portal Software IncEXTENDED DEVELOPMENT CENTER AGREEMENT (May 1st, 2003)

This Agreement is made this 29th day of August, 2002 (“Effective Date”), between APAR Infotech Corporation, located at 160 Technology Drive, Canonsburg, PA 15317 (hereinafter “APAR”) and Portal Software, Inc., located at 10200 S. De Anza Boulevard, Cupertino, CA 95014 (hereinafter “PORTAL”).

Portal Software IncSEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (December 16th, 2002)
Portal Software IncExhibit 4.1 RIGHTS AGREEMENT by and between PORTAL SOFTWARE, INC. (August 20th, 2002)
Portal Software IncTo [---------------------------] as Trustee INDENTURE (March 27th, 2002)
Portal Software IncAND (March 25th, 2002)
Portal Software IncExhibit 10.16 Form of Registrant's Software License Agreement SOFTWARE LICENSE AGREEMENT (March 25th, 2002)
Portal Software IncExhibit 10.16 Form of Registrant's Software License Agreement SOFTWARE LICENSE AGREEMENT This Software License and Support Agreement is entered into by and between Portal Software, Inc, a Delaware corporation with principal offices located at 10200 South ... (April 23rd, 2001)
Portal Software IncAgreement (November 13th, 2000)
Portal Software IncAND (November 13th, 2000)
Portal Software IncLEASE TST TORRE, L.L.C., a Delaware limited liability company, Landlord and PORTAL SOFTWARE, INC., a Delaware corporation, Tenant for (April 28th, 2000)
Portal Software IncCommon Stock 5,000,000 shares (par value $.001 per share) (September 8th, 1999)
Portal Software IncLEASE (August 30th, 1999)
Portal Software IncEXHIBIT 99.7 ADDENDUM TO STOCK ISSUANCE AGREEMENT (May 6th, 1999)
Portal Software IncEXHIBIT 99.12 PORTAL SOFTWARE, INC. STOCK PURCHASE AGREEMENT ------------------------ I hereby elect to participate in the 1999 Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to purchase shares ... (May 6th, 1999)
Portal Software IncEXHIBIT 99.6 PORTAL SOFTWARE, INC. STOCK ISSUANCE AGREEMENT ------------------------ AGREEMENT made this _____ day of ___________________________ __________, by and between Portal Software, Inc., a Delaware corporation, and ____________________________, ... (May 6th, 1999)
Portal Software IncADDENDUM TO STOCK OPTION AGREEMENT (May 6th, 1999)