Netscreen Technologies Inc – NETSCREEN TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION OF NETSCREEN TECHNOLOGIES, INC. AND NEOTERIS, INC. FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND FOR THE YEAR ENDED SEPTEMBER 30, 2003 (February 24th, 2004)The following unaudited pro forma condensed combined consolidated financial information gives effect to the acquisition of Neoteris, Inc. (“Neoteris”) by NetScreen Technologies, Inc. (“NetScreen”). The unaudited pro forma condensed combined consolidated statements of operations for the three months ended December 31, 2003 and for the year ended September 30, 2003 are based on the historical financial statements of NetScreen and Neoteris after giving effect to the merger as a purchase of Neoteris by NetScreen using the purchase method of accounting and the adjustments described in the accompanying notes to the pro forma condensed combined consolidated financial information. The merger was completed on November 14, 2003.
Netscreen Technologies Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG JUNIPER NETWORKS, INC., NERUS ACQUISITION CORP. AND NETSCREEN TECHNOLOGIES, INC. Dated as of February 9, 2004 (February 13th, 2004)This AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 9, 2004, by and among Juniper Networks, Inc., a Delaware corporation (“Parent”), Nerus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NetScreen Technologies, Inc., a Delaware corporation (“Company”).
Netscreen Technologies Inc – PR Contacts: (January 21st, 2004)
Netscreen Technologies Inc – AMENDMENT AND ASSUMPTION AGREEMENT (December 24th, 2003)This AMENDMENT AND ASSUMPTION AGREEMENT (the “Amendment and Assumption Agreement”) is made and entered into as of October 3, 2003 by and between the undersigned employee (“Employee”) and NetScreen Technologies, Inc., a Delaware corporation (“NetScreen”). This Agreement shall be effective as of the closing of the Merger (as defined below).
Netscreen Technologies Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 24th, 2003)This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 19, 2001, by and between DANASTREET INTERNET, INC., a Delaware corporation (the “Company”), and KRISHNA KOLLURI (“Executive”).
Netscreen Technologies Inc – VESTING WAIVER AGREEMENT (December 24th, 2003)This VESTING WAIVER AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2003 by and between the undersigned stockholder (“Stockholder”) and NetScreen Technologies, Inc., a Delaware corporation (“Acquirer”). This Agreement shall be effective as of the closing of the Merger (as defined below). As used herein, the term “Acquirer Employer” shall mean Acquirer or the subsidiary or affiliate of Acquirer that employs Stockholder and their successors and assigns.
Netscreen Technologies Inc – NONCOMPETITION AGREEMENT (December 24th, 2003)This Agreement is contingent upon and is entered into in connection with an Agreement and Plan of Merger, dated as of October 3, 2003 (the “Merger Agreement”), by and among Acquirer, Neon Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer (“Merger Sub”), and Neoteris, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub is to merge with the Company (the “Merger”). This Agreement shall become effective only upon the Effective Time as set forth in the Merger Agreement (the “Effective Date”). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Merger Agreement. This Agreement shall be null and void if the Merger Agreement is terminated in accordance with its terms.
Netscreen Technologies Inc – AGREEMENT AND PLAN OF MERGER AMONG NETSCREEN TECHNOLOGIES, INC. NEON ACQUISITION CORP. AND NEOTERIS, INC. (November 26th, 2003)This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 3, 2003 (the “Agreement Date”) by and among NetScreen Technologies, Inc., a Delaware corporation (“Acquirer”), Neon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), and Neoteris, Inc., a Delaware corporation (the “Company”).
Netscreen Technologies Inc – NEOTERIS, INC. 2001 STOCK PLAN (As amended: August 21, 2002) (November 24th, 2003)
Netscreen Technologies Inc – PR Contacts: (October 29th, 2003)SUNNYVALE, Calif. October 29, 2003 — NetScreen Technologies, Inc. (Nasdaq: NSCN), today announced financial results for its fourth fiscal quarter and full fiscal year ended September 30, 2003.
Netscreen Technologies Inc – PR Contacts: (October 6th, 2003)SUNNYVALE, Calif., Oct. 6, 2003 — NetScreen Technologies, Inc. (Nasdaq: NSCN) today announced that it has signed a definitive agreement to acquire Neoteris®, Inc., the market leader in the SSL virtual private network (VPN) product category as well as a leader in the application security gateway market, for approximately $245 million in stock and $20 million in cash at the closing, including assumption of all outstanding Neoteris options. Upon the achievement of certain revenue milestones, NetScreen will pay Neoteris stockholders and optionholders up to an additional $30 million in cash.
Netscreen Technologies Inc – NetScreen Technologies, Inc. Reports Record Fiscal Third Quarter Financial Results (July 23rd, 2003)SUNNYVALE, Calif. July 23, 2003 — NetScreen Technologies, Inc. (Nasdaq: NSCN), today announced financial results for its third fiscal quarter and nine months ended June 30, 2003.
Netscreen Technologies Inc – NetScreen Technologies, Inc. Reports Record Second Quarter Results Reports 14 Percent Revenue Growth Over Prior Fiscal Quarter (April 23rd, 2003)SUNNYVALE, Calif. April 23, 2003 — NetScreen Technologies, Inc. (Nasdaq: NSCN), today announced financial results for its second fiscal quarter and six months ended March 31, 2003.
Netscreen Technologies Inc – NETSCREEN TECHNOLOGIES, INC. 2001 Equity Incentive Plan As Adopted September 28, 2001 As Amended February 21, 2003 (March 21st, 2003)
Netscreen Technologies Inc – SUBLEASE (December 30th, 2002)Exhibit 10.22 ARIBA PLAZA SUBLEASE Between ARIBA, INC. a Delaware corporation as SUBLANDLORD and NETSCREEN TECHNOLOGIES, INC. a Delaware corporation as SUBTENANT for PREMISES at 805 Eleventh Avenue and 809 Eleventh Avenue Sunnyvale, California 94089
Netscreen Technologies Inc – LICENSE AGREEMENT (December 30th, 2002)Exhibit 10.28 CONFIDENTIAL TREATMENT REQUESTED AMENDMENT #2 TO THE SAFENET/SOFTPK SOFTWARE LICENSE AGREEMENT This Amendment (this "Amendment"), dated as of December 26, 2001 (the "Amendment Effective Date") by and between SafeNet, Inc., a Delaware corporation,("SafeNet") and NetScreen Technologies, Inc., a Delaware corporation ("Licensee"), amends that certain Software License Agreement, dated as of June 30, 2000 and amended on June 22, 2001(collectively the "Agreement") by and between SafeNet and Licensee. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meaning ascribed to them in the Agreement. WHEREAS, the parties desire to amend the Agreement as set forth in herein to provide for additional provisions to the Agreement.
Netscreen Technologies Inc – RESTRICTED COMMON STOCK PURCHASE AGREEMENT (October 3rd, 2002)Exhibit 99.05 ONESECURE, INC. RESTRICTED COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page ---- I. PURCHASE OF SHARES ................................................... 1 1.1 Purchase ........................................................ 1 1.2 Payment ......................................................... 1 1.3 Delivery of Certificates ........................................ 1 1.4 Shareholder Rights .............................................. 1 II. SECURITIES LAW COMPLIANCE ............................................ 1 2.1 Restricted Secur
Netscreen Technologies Inc – AGREEMENT AND PLAN OF MERGER (October 3rd, 2002)EXHIBIT 2.01 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER AMONG NETSCREEN TECHNOLOGIES, INC. TANGO ACQUISITION CORP. AND ONESECURE, INC. AUGUST 22, 2002 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 22, 2002 (the "Agreement Date") by and among NetScreen Technologies, Inc., a Delaware corporation ("Acquirer"), Tango Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acq
Netscreen Technologies Inc – NONCOMPETITION AGREEMENT (October 3rd, 2002)EXHIBIT 99.10 FORM OF NONCOMPETITION AGREEMENT This Noncompetition Agreement (this "Agreement") is made by and between NetScreen Technologies, Inc., a Delaware corporation ("Acquirer"), and ___________ ("Stockholder") on the Effective Date (as defined below) and binds the parties to the terms and provisions hereof as of such date. Recitals This Agreement is contingent upon and is entered into in connection with an Agreement and Plan of Merger, dated as of August 22, 2002 (the "Merger Agreement"), by and among Acquirer, Tango Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer ("Merger Sub"), and OneSecure, Inc., a Delaware corporation (the "Company"), pursuant to which Merger Sub is to merge with the Company (the "Merger"). This Agreement shall become effective only up
Netscreen Technologies Inc – NOTICE OF GRANT OF STOCK OPTION (October 3rd, 2002)EXHIBIT 99.06 ONESECURE, INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of OneSecure, Inc. (the "Corporation"): Optionee: Nir Zuk Grant Date: January 24, 2001 Vesting Commencement Date: January 24, 2001 Exercise Price: $0.36 per share Number of Option Shares: 250,000 shares of Common Stock Expiration Date: January 23, 2011 Type of Option: X Incentive Stock Option --- ___ Non-Statutory Stock Option Date Exercisable: Immediately Exercisable Vesting Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. Optionee shall acquire a vested interes
Netscreen Technologies Inc – RESTRICTED COMMON STOCK PURCHASE AGREEMENT (October 3rd, 2002)Exhibit 99.04 ONESECURE, INC. RESTRICTED COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page ---- I. PURCHASE OF SHARES ............................................. 1 1.1 Purchase .................................................. 1 1.2 Payment ................................................... 1 1.3 Delivery of Certificates .................................. 1 1.4 Shareholder Rights ........................................ 1 II. SECURITIES LAW COMPLIANCE ...................................... 1 2.1 Restricted Securities ........
Netscreen Technologies Inc – STOCK VESTlNG WAIVER AGREEMENT (October 3rd, 2002)Exhibit 99.09 STOCK VESTlNG WAIVER AGREEMENT This Stock Vesting Waiver Agreement (this "Agreement") is made and entered into as of August 22, 2002 by and between the undersigned ("Employee") and NetScreen Technologies, Inc., a Delaware Corporation ("Acquirer"). This Agreement shall be effective as of the closing of the Merger (as defined below). RECITALS Whereas, Employee is a party to that certain Restricted Common Stock Purchase Agreement dated February 18, 2000 by and between the Company and Employee (the "Purchase Agreement"). Whereas, in connection with that certain Agreement and Plan of Merger dated August 22, 2002 (the "Merger Agreement") by and among the Company, Acquirer and Tango Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer ("Merger Sub"), Employee hereby acknowledges and agrees that, effecti
Netscreen Technologies Inc – STOCK AND OPTION VESTING WAIVER AGREEMENT (October 3rd, 2002)Exhibit 99.08 STOCK AND OPTION VESTING WAIVER AGREEMENT This Stock and Option Vesting Waiver Agreement (this "Agreement") is made and entered into as of August 22, 2002 by and between the undersigned ("Employee") and NetScreen Technologies, Inc., a Delaware Corporation ("Acquirer"). This Agreement shall be effective as of the closing of the Merger (as defined below). RECITALS Whereas, Employee is a party to that certain Stock Option Agreement dated January 24, 2001 and July 5, 2001 by and between OneSecure, Inc., a Delaware corporation (the "Company"), and Employee (the "Option Agreement"), and that certain Addendum to Stock Option Agreement dated January 24, 2001 and July 5, 2001 by and between the Company and Employee (the "Addendum" and together with the Option Agreement, the "Complete Option Agreement"). Whereas, Employee is a party to tha
Netscreen Technologies Inc – NOTICE OF GRANT OF STOCK OPTION (October 3rd, 2002)EXHIBIT 99.07 ONESECURE, INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of OneSecure Inc. (the "Corporation"): Optionee: Nir Zuk Grant Date: July 5, 200l Vesting Commencement Date: July 11, 2001 Exercise Price: $0.36 per share Number of Option Shares: 500,000 shares of Common Stock Expiration Date: July 4, 2011 Type of Option: X Incentive Stock Option ---- ____ Non-Statutory Stock Option Date Exercise: Immediately Exercisable Vesting Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporatio
Netscreen Technologies Inc – 1. DEFINITIONS 1 (February 14th, 2002)This NetScreen Master Manufacturing Agreement (the “Agreement”) is made and entered into as of January 3, 2002 (the “Effective Date”), by and between NetScreen Technologies, Inc., 350 Oakmead Parkway, Sunnyvale, CA 94085 (“NetScreen”) and, and Flash Electronics, Inc., a California corporation having its principal place of business at 4050 Starboard Dr, Fremont CA 94539 (“Manufacturer”).
Netscreen Technologies Inc – 2001 Equity Incentive Plan (December 10th, 2001)EXHIBIT 10.03 NETSCREEN TECHNOLOGIES, INC. 2001 Equity Incentive Plan As Adopted September 28, 2001 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 purs
Netscreen Technologies Inc – 2001 EMPLOYEE STOCK PURCHASE PLAN (December 10th, 2001)EXHIBIT 10.04 NETSCREEN TECHNOLOGIES, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN As Adopted September 28, 2001 1. Establishment of Plan. Netscreen Technologies, 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") designates from time to time as corporations that shall par
Netscreen Technologies Inc – 2001 Equity Incentive Plan (November 27th, 2001)Exhibit 10.03 NETSCREEN TECHNOLOGIES, INC. 2001 Equity Incentive Plan As Adopted _____________, 2001 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 20,000,000 Shares plus Shares that are subject to: (a) issuance upon exercise of
Netscreen Technologies Inc – 2001 Equity Incentive Plan (November 23rd, 2001)Exhibit 10.03 NETSCREEN TECHNOLOGIES, INC. 2001 Equity Incentive Plan As Adopted _____________, 2001 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 20,000,000 Shares plus Shares that are subject to: (a) issuance upon exercise of
Netscreen Technologies Inc – FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (November 13th, 2001)EXHIBIT 4.01 FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Fifth Amended and Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of October 3, 2001, by and among NetScreen Technologies, Inc., a Delaware corporation (the "Company"), and the persons and entities listed on Exhibit A attached hereto (the "Investors"). Comdisco, Inc. is a party to this Agreement for all purposes other than the provisions of Sections 1 and 5 hereof. GATX Ventures, Inc. is a party to this Agreement for all purposes other than the provisions of Sections 1, 2.2, 2.4, 3 and 5 hereof. R E C I T A L S --------------- A. Certain of the Investors (the "Prior Investors") are holders of outstanding shares of the Company's Series A Preferred Stock ("Series A Stock"), Series B Preferred Stock ("Series B Stock"),
Netscreen Technologies Inc – Purchase/Service Agreement (October 5th, 2001)EXHIBIT 10.14 Purchase/Service Agreement November 21, 2000 Peter Kent CFO Netscreen Technologies Inc. 350 Oakmead Parkway Sunnyvale, CA 94085 Peter, After review by our credit department, Avaya Financial Services is pleased to submit this proposal based on our understanding of your financial requirements. Any changes to these terms, conditions, and assumptions may alter the proposed financing. Financial Options True Lease Lessor Avaya Financial Services Lessee Netscreen Technologies Inc. Equipment Description Definity Solution Equipment Cost $475,899.37 plus applicable taxes. TRUE LEASE OPTIONS ------------------ Thirty-six month FMV Lease* --------------------------- * This is based on six (6) advance payments Payments Rate factor
Netscreen Technologies Inc – Consent to Sublease (October 5th, 2001)EXHIBIT 10.13 Consent to Sublease This Consent to Sublease, dated September 29, 2000, is made and entered into by and among Oakmead Parkway Properties, a California general partnership ("Landlord"), Philips Semiconductors, Inc., a Delaware corporation ("Sublessor"), and Netscreen, Inc., a Delaware corporation ("Sublessee"). R E C I T A L S A. Landlord and Sublessor entered into a Lease dated December 20, 1994, and amended by a First Amendment to Lease dated August 20, 1996 and a Second Amendment to Lease dated November 1, 1999 (collectively, the "Lease") for the premises located at 350 Oakmead Parkway, Sunnyvale, California (the "Premises"). B. Sublessor and Sublessee have entered into a Sublease Agreement dated September 29, 2000 pursuant to which Sublessor has agreed to sublease the Premises to Sublessee for the period from January 1,
Netscreen Technologies Inc – MASTER LEASE AGREEMENT (October 5th, 2001)Exhibit 10.10 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (the "Master Lease") dated October 26, 1998 by and between COMDISCO, INC. ("Lessor') and NETSCREEN TECHNOLOGIES, INC. ("Lessee"). IN CONSIDERATION of the mutual agreements described below, the parties agree as follows (all capitalized terms are defined in Section 14.18): 1. Property Leased. Lessor leases to Lessee all of the Equipment described on each Summary Equipment Schedule. In the event of a conflict, the terms of the applicable Schedule prevail over this Master Lease. 2. Term. On the Commencement Date, Lessee will be deemed to accept the Equipment, will be bound to its rental obligations for each item of Equipment and the term of a Summary Equipment Schedule will begin and continue through the Initial Term and thereafter until terminated by either party upon prior written notice received during
Netscreen Technologies Inc – FORM OF RESTATED CERTIFICATE OF INCORPORATION (October 5th, 2001)Exhibit 3.02 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF NETSCREEN TECHNOLOGIES, INC. (Originally incorporated on October 30, 1997) NetScreen Technologies, Inc., a Delaware corporation (the "Corporation"), hereby certifies that the Restated Certificate of Incorporation of the Corporation attached hereto as Exhibit A, which is incorporated herein by this --------- reference, has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law, with the approval of the stockholders having been given by written consent without a meeting in accordance with Section 228 of the Delaware General Corporation Law. IN WITNESS WHEREOF, said corporation has caused this Restated Certifica
Netscreen Technologies Inc – 2001 Equity Incentive Plan (October 5th, 2001)Exhibit 10.03 NETSCREEN TECHNOLOGIES, INC. 2001 Equity Incentive Plan As Adopted _____________, 2001 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 20,000,000 Shares plus Shares that are subject to: (a) issuance upon exercise of
