Navisite Inc Sample Contracts

Navisite Inc – SECOND AMENDED AND RESTATED BY-LAWS of NAVISITE, INC. (A Delaware Corporation) (April 26th, 2011)
Navisite Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAVISITE, INC. (April 26th, 2011)

NAVISITE, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

Navisite Inc – WAIVER AND AMENDMENT NO. 9 December 17, 2010 (March 16th, 2011)

WAIVER AND AMENDMENT NO. 9 (this “Waiver and Amendment”) dated as of December 17, 2010, under that certain Amended and Restated Credit Agreement, dated as of September 12, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among NaviSite, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Lenders, CIBC World Markets Corp., as sole lead arranger (in such capacity, “Sole Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”), and as bookrunner (in such capacity, “Bookrunner”), CIT Lending Services Corporation, as syndication agent (in such capacity, “Syndication Agent”), and Canadian Imperial Bank of Commerce, acting through its New York agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for the Lenders

Navisite Inc – NaviSite, Inc. Second Amended and Restated Director Compensation Plan (adopted December 14, 2010) (March 16th, 2011)

This Second Amended and Restated Director Compensation Plan (the “Plan”) sets forth the terms and conditions regarding the compensation of the non-employee directors of the Board of Directors (the “Board”) of NaviSite, Inc. (the “Company”). All of the directors on the Board of the Company receive reimbursement of expenses incurred with respect to attendance at meetings of the Board and meetings of the committees thereof.

Navisite Inc – AMENDMENT NO. 2 TO SEPARATION AGREEMENT (March 16th, 2011)

This Amendment No. 2 to Separation Agreement is made this 28th day of December by and between Mark Clayman (the “Employee”) and NaviSite, Inc. (the “Company”).

Navisite Inc – AMENDMENT NO. 2 TO SEPARATION AGREEMENT (March 16th, 2011)

This Amendment No. 2 to Separation Agreement is made this 31st day of December by and between Denis Martin (the “Employee”) and NaviSite, Inc. (the “Company”).

Navisite Inc – Amendment #10 to Lease (March 16th, 2011)
Navisite Inc – AMENDMENT NO. 2 TO SEPARATION AGREEMENT (March 16th, 2011)

This Amendment No. 2 to Separation Agreement is made this 29th day of December by and between James W. Pluntze (the “Employee”) and NaviSite, Inc. (the “Company”).

Navisite Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG TIME WARNER CABLE INC., AVATAR MERGER SUB INC. AND NAVISITE, INC. Dated as of February 1, 2011 (February 2nd, 2011)

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of February 1, 2011, is by and among Time Warner Cable Inc., a Delaware corporation (“Parent”), Avatar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NaviSite, Inc., a Delaware corporation (the “Company”).

Navisite Inc – WARRANT HOLDERS AGREEMENT (February 2nd, 2011)

WARRANT HOLDERS AGREEMENT, dated as of February 1, 2011 (this “Agreement”), by and among NaviSite, Inc., a Delaware corporation (the “Company”) and the warrant holders of the Company whose names are set forth on the signature pages to this Agreement (each a “Warrant Holder” and collectively, the “Warrant Holders”).

Navisite Inc – SEPARATION AGREEMENT AND RELEASE (December 9th, 2010)

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is being made and entered into effective this 21st day of September 2010 by and between Arthur P. Becker (“Employee”) and NaviSite, Inc. (“Employer”).

Navisite Inc – Amendment #7 to Lease (October 22nd, 2010)
Navisite Inc – AMENDMENT #8 TO LEASE (October 22nd, 2010)
Navisite Inc – Amendment #9 to Lease (October 22nd, 2010)
Navisite Inc – Amendment #6 to Lease (October 22nd, 2010)
Navisite Inc – NAVISITE, INC. SUMMARY OF FY 2011 EXECUTIVE MANAGEMENT BONUS PROGRAM (October 22nd, 2010)

On July 6, 2010, the Governance, Nominating and Compensation Committee (the “GNC Committee”) of the Board of Directors of NaviSite, Inc. (the “Company”) established the NaviSite, Inc. FY 2011 Executive Management Bonus Program, creating target cash bonuses for the Company’s 2011 fiscal year for the executive officers of the Company.

Navisite Inc – AMENDMENT AND CONSENT AGREEMENT NO. 8 April 30, 2010 (August 27th, 2010)

AMENDMENT AND CONSENT AGREEMENT NO. 8 (this “Amendment”) dated as of April 30, 2010, under that certain Amended and Restated Credit Agreement, dated as of September 12, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among NaviSite, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Lenders, CIBC World Markets Corp., as sole lead arranger (in such capacity, “Sole Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”), and as bookrunner (in such capacity, “Bookrunner”), CIT Lending Services Corporation, as syndication agent (in such capacity, “Syndication Agent”), and Canadian Imperial Bank of Commerce, acting through its New York agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for the Lenders an

Navisite Inc – NAVISITE, INC. SUMMARY OF FY 2011 EXECUTIVE MANAGEMENT BONUS PROGRAM (July 12th, 2010)

On July 6, 2010, the Governance, Nominating and Compensation Committee (the “GNC Committee”) of the Board of Directors of NaviSite, Inc. (the “Company”) established the NaviSite, Inc. FY 2011 Executive Management Bonus Program, creating target cash bonuses for the Company’s 2011 fiscal year for the executive officers of the Company.

Navisite Inc – AMENDMENT, WAIVER AND CONSENT AGREEMENT NO. 7 February 19, 2010 (June 14th, 2010)

AMENDMENT, WAIVER AND CONSENT AGREEMENT NO. 7 (this “Amendment”) dated as of February 19, 2010, under that certain Amended and Restated Credit Agreement, dated as of September 12, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among NaviSite, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Lenders, CIBC World Markets Corp., as sole lead arranger (in such capacity, “Sole Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”), and as bookrunner (in such capacity, “Bookrunner”), CIT Lending Services Corporation, as syndication agent (in such capacity, “Syndication Agent”), and Canadian Imperial Bank of Commerce, acting through its New York agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for the

Navisite Inc – AMENDMENT AND CONSENT AGREEMENT NO. 8 April 30, 2010 (June 14th, 2010)

AMENDMENT AND CONSENT AGREEMENT NO. 8 (this “Amendment”) dated as of April 30, 2010, under that certain Amended and Restated Credit Agreement, dated as of September 12, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among NaviSite, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Lenders, CIBC World Markets Corp., as sole lead arranger (in such capacity, “Sole Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”), and as bookrunner (in such capacity, “Bookrunner”), CIT Lending Services Corporation, as syndication agent (in such capacity, “Syndication Agent”), and Canadian Imperial Bank of Commerce, acting through its New York agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for the Lenders an

Navisite Inc – AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 12, 2007 (amending and restating the Credit Agreement dated as of June 8, 2007), among NAVISITE, INC., as Borrower, and THE SUBSIDIARY GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO CIBC WORLD MARKETS CORP., as Sole Lead Arranger, Documentation Agent and Bookrunner CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York agency, as Issuing Bank and Administrative Agent and CIT LENDING SERVICES CORPORATION, as Syndication Agent Cahill Gordon & Reindel llp 80 Pine Street New York, NY 10005 (June 14th, 2010)

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 12, 2007, among NAVISITE, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, CIBC WORLD MARKETS CORP., as sole lead arranger (in such capacity, “Sole Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as bookrunner (in such capacity, “Bookrunner”), CIT LENDING SERVICES CORPORATION, as syndication agent (in such capacity, “Syndication Agent”), and CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

Navisite Inc – ASSET PURCHASE AGREEMENT by and among VELOCITY TECHNOLOGY SOLUTIONS II, INC. as the Buyer, NETASPX, LLC NETASPX ACQUISITION, INC. NETWORK COMPUTING SERVICES, INC. NCS HOLDING COMPANY as the Sellers, and NAVISITE, INC., as the Parent February 19, 2010 (February 25th, 2010)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of February 19, 2010 by and among (i) Velocity Technology Solutions II, Inc., a Delaware corporation (“Buyer”); (ii) NaviSite, Inc., a Delaware corporation (“Parent”); (iii) netASPx, LLC, a Delaware limited liability company (“netASPx”); (iv) netASPx Acquisition Inc., a Delaware corporation (“netASPx Acquisition”); (v) Network Computing Services, Inc., a Minnesota corporation (“Network”); and (vi) NCS Holding Company, a Minnesota corporation (“NCS”, and collectively with netASPx, netASPx Acquisition and Network, the “Sellers” and each, a “Seller”).

Navisite Inc – AMENDMENT NO. 1 TO SEPARATION AGREEMENT (December 10th, 2009)

This Amendment No. 1 to Separation Agreement is made this 7 day of December 2008, by and between Sumeet Sabharwal (the “Employee”) and NaviSite, Inc. (the “Company”).

Navisite Inc – NAVISITE, INC. Amended and Restated Separation Agreement (October 27th, 2009)

This Amended and Restated Separation Agreement (the “Agreement”) is made and entered into by and between NaviSite, Inc., a Delaware corporation (the “Company”), and Rathindra Sinha (“you” or the “Employee”), as of September 3, 2009.

Navisite Inc – NAVISITE, INC. Separation Agreement (October 27th, 2009)

This Separation Agreement (the “Agreement”) is made and entered into by and between NaviSite, Inc., a Delaware corporation (the “Company”), and you, R. Brooks Borcherding (the “Employee”), as of April 13, 2009.

Navisite Inc – Personal & Confidential September 15, 2004 Sumeet Sabharwal 2 St. Paul Street, Unit 8 Brookline, MA 02446 Re: Offer of Employment Dear Sumeet: (October 27th, 2009)

NaviSite, Inc (“NaviSite” or the “Company”) is pleased to offer you the opportunity to join NaviSite. You are being offered an exempt position as Vice President — Global Delivery reporting to the Chief Executive Officer. If you decide to join us, your base pay will be $160 000, less applicable withholdings. You will be paid by weekly. You will be located in the Andover, Massachusetts office. NaviSite may change your position, compensation, duties and work location from time to time, as it deems appropriate. This offer will be contingent upon a satisfactory background investigation and favorable references.

Navisite Inc – AMENDMENT NO. 1 TO SEPARATION AGREEMENT (October 27th, 2009)

This Amendment No. 1 to Separation Agreement is made this 8 day of December 2008, by and between Denis Martin (the “Employee”) and NaviSite, Inc. (the “Company”).

Navisite Inc – Personal & Confidential August 27, 2009 Re: Offer of Employment Dear Mark: NaviSite, Inc. (“NaviSite”) is pleased to extend an offer of employment to you for the position of General Counsel. In this position, you will report directly to Arthur Becker, CEO. The bi-weekly base salary for this position is $9,230.76 (equivalent to $240,000 on an annualized basis), less applicable withholding. Additionally, in this position you will be eligible to participate in a bonus plan with on target earnings of up to 35% of your annualized base salary. 50% of this bonus will be based upon attainment of set C (October 27th, 2009)

This offer of employment with NaviSite is contingent upon the successful completion of our standard reference checking process and background check with results that are determined, at the sole discretion of NaviSite, to be satisfactory. The receipt of responses for such information may be received by NaviSite post hire.

Navisite Inc – NAVISITE, INC. Separation Agreement (October 27th, 2009)

This Separation Agreement (the “Agreement”) is made and entered into by and between NaviSite, Inc., a Delaware corporation (the “Company”), and Sumeet Sabharwal (the “Employee”) as of April 3, 2006.

Navisite Inc – Personal & Confidential (October 27th, 2009)

NaviSite, Inc. (“NaviSite”) is pleased to extend an offer of employment to you for the position of Chief Marketing Officer. In this position, you will report directly to Arthur Becker, Chief Executive Officer of the company. The bi-weekly base salary for this position is $7,692.31 (equivalent to $200,000 on an annualized basis). You will receive a one-time signing bonus of $25,000 (50% payable in first payroll and 50% payable in 90 days). Beginning in Fiscal Year 2008 (August 1, 2007), your compensation will also entail a variable compensation component with an annualized target bonus of $100,000. This bonus will be based:

Navisite Inc – NAVISITE, INC. Separation Agreement (October 27th, 2009)

This Separation Agreement (the “Agreement”) is made and entered into by and between NaviSite, Inc., a Delaware corporation (the “Company”), and Mark Zingale (“You” or the “Employee”), as of August 31, 2009.

Navisite Inc – NAVISITE, INC. Separation Agreement (October 27th, 2009)

This Separation Agreement (the “Agreement”) is made and entered into by and between NaviSite, Inc., a Delaware corporation (the “Company”), and Denis Martin (the “Employee‘”) as of April 6, 2006.

Navisite Inc – Personal & Confidential (October 27th, 2009)

This letter formalizes the agreement that you and I reached verbally during the week of June 30, 2003. You will transfer from ClearBlue Technologies Management to NaviSite, Inc. (“NaviSite”) effective June 22, 2003. Your position will be SVP, Products and Services, reporting to the Chief Operating Officer, Gabriel Ruhan. Your base salary will be $182,500.00 which will be paid bi weekly. NaviSite may change your position, compensation, duties and work location from time to time, as it deems appropriate.

Navisite Inc – NAVISITE, INC. SUMMARY OF FY 2010 EXECUTIVE MANAGEMENT BONUS PROGRAM (September 23rd, 2009)

On September 17, 2009, the Governance, Nominating and Compensation Committee (the “GNC Committee”) of the Board of Directors of NaviSite, Inc. (the “Company”), established the NaviSite, Inc. FY 2010 Executive Management Bonus Program, creating target cash bonuses for the Company’s 2010 fiscal year for the executive officers and other senior executives of the Company.

Navisite Inc – NaviSite, Inc. Restricted Stock Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan (March 17th, 2009)

AGREEMENT made as of the [ ] day of [ ], 20[ ] (the “Grant Date”) between NaviSite, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).