Exhibit 1.1 ----------- [6,000,000] SHARES AVICI SYSTEMS INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT July , 2000Underwriting Agreement • July 19th, 2000 • Avici Systems Inc • Computer communications equipment • New York
andRights Agreement • December 6th, 2001 • Avici Systems Inc • Computer communications equipment • New York
BACKGROUND ----------Investor Rights Agreement • July 19th, 2000 • Avici Systems Inc • Computer communications equipment • Massachusetts
Exhibit 10.6 ------------ OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT is made and entered into as of August 26, 1999 (the "Effective Date"), BY AND BETWEEN: Nortel Networks Inc., a corporation organized and existing under the laws of the State of...Omnibus Agreement • July 24th, 2000 • Avici Systems Inc • Computer communications equipment
EXHBIT 10.9 ----------- CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONP URSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. ASTERISKS(*) DENOTE SUCH OMISSIONS. PROCUREMENT AGREEMENT ---------------------...Procurement Agreement • June 21st, 2000 • Avici Systems Inc • Computer communications equipment • New York
LEASE BY YVON CORMIER, TRUSTEE OF Y-C INVESTMENT TRUST V TO AVICI SYSTEMS INC.Avici Systems Inc • June 21st, 2000 • Computer communications equipment • Massachusetts
RECITALS:Stock Restriction Agreement • October 1st, 2001 • Avici Systems Inc • Computer communications equipment • Massachusetts
EXHIBIT (D)(3) AVICI SYSTEMS INC. Non-Qualified Stock Option Agreement Under the 2000 Stock Option and Incentive Plan Avici Systems Inc., a Delaware corporation (the "Company"), hereby grants as of [ , 2002] ("Grant Date") to [name of optionee] (the...Avici Systems Inc • October 1st, 2001 • Computer communications equipment • Massachusetts
Exhibit 10.8 ------------ EMC MODULE SUPPLY AGREEMENTEmc Module Supply Agreement • July 24th, 2000 • Avici Systems Inc • Computer communications equipment • Massachusetts
SEVERANCE PAY AGREEMENT FOR KEY EXECUTIVESSeverance Pay Agreement for Key Executives • May 6th, 2008 • Soapstone Networks Inc. • Computer communications equipment • Massachusetts
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and Esmeralda Swartz (“you”) effective as of February 28, 2006 (the “Effective Date”).
RETENTION BONUS AGREEMENT FOR KEY EXECUTIVESRetention Bonus Agreement for Key Executives • May 6th, 2008 • Soapstone Networks Inc. • Computer communications equipment • Massachusetts
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and Larry Dennison (“you”) effective as of February 28, 2006 (the “Effective Date”).
SEVERANCE PAY AGREEMENTSeverance Pay Agreement • November 5th, 2008 • Soapstone Networks Inc. • Services-prepackaged software • Massachusetts
This agreement is entered into by and between Soapstone Networks, Inc. (the “Company”) and Donald Wadas (“you”) dated as of October 16, 2008 (the “Effective Date”).
LEASE BY YVON CORMIER, TRUSTEE OF Y-CEE INVESTMENT TRUST TO AVICI SYSTEMS INC.Avici Systems Inc • May 18th, 2000 • Massachusetts
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 1st, 2009 • Soapstone Networks Inc. • Services-prepackaged software • New York
This AMENDMENT, dated as of August 31, 2009 (the “Amendment”), amends the Rights Agreement, dated as of December 6, 2001 (the “Rights Agreement”), between Soapstone Networks Inc. f/k/a Avici Systems Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”). Capitalized terms not defined herein have the definitions assigned to them in Rights Agreement.
LEASE BY AND BETWEEN BBC EQUITY PARTNERS, LLC, AS LANDLORD and AVICI SYSTEMS, INC., AS TENANTLease by And • August 3rd, 2007 • Avici Systems Inc • Computer communications equipment • Massachusetts
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
LEASE BY YVON CORMIER, TRUSTEE OF Y-CEE INVESTMENT TRUST TO AVICI SYSTEMS INC.Avici Systems Inc • November 13th, 2000 • Computer communications equipment • Massachusetts
LEASE TERMINATION AGREEMENTLease Termination Agreement • January 5th, 2010 • Soapstone Networks Inc. • Services-prepackaged software • Massachusetts
This Lease Termination Agreement (this “Agreement”), dated as of the 5th day of January, 2010, but effective for all purposes as of the Effective Date as defined below, is entered into by and among RREEF AMERICA REIT III-Z1 LLC, a Delaware limited liability company (“Landlord”) and SOAPSTONE NETWORKS, INCORPORATED, a Delaware corporation (“Tenant”).
ContractAgreement • November 5th, 2004 • Avici Systems Inc • Computer communications equipment • New Jersey
[CONFIDENTIAL TREATMENT REQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SEVERANCE PAY AGREEMENTSeverance Pay Agreement • March 15th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
You will receive severance pay if, prior to, in connection with or following a Change of Control, you are terminated from employment by the Company or an acquiring party without Cause or if you resign for Good Reason.
RETENTION BONUSAgreement • August 7th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
You will receive a retention bonus if (1) you remain actively employed full-time with the Company for the one-year period immediately following the Effective Date (the “Retention Period”); (2) prior to a Change of Control that occurs before the end of the Retention Period, your employment is terminated without Cause; or (3) at the time of or following a Change of Control that occurs before the end of the Retention Period, your employment is terminated without Cause or you resign for Good Reason.
AVICI SYSTEMS INC. Non-Qualified Stock Option Agreement Under the 2000 Stock Option and Incentive PlanQualified Stock Option Agreement • May 6th, 2005 • Avici Systems Inc • Computer communications equipment • Massachusetts
Avici Systems Inc., a Delaware corporation (the “Company”), hereby grants as of (“Grant Date”) to (the “Optionee”), an option to purchase a maximum of (the “Option Shares”) of its Common Stock, $.0001 par value (“Common Stock”), at the price of $ per share, on the following terms and conditions:
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and T.S. Ramesh (“you”).Agreement • August 7th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
You will receive severance pay if you are terminated from employment with the Company without Cause or if you resign for Good Reason.
AMENDMENT 4 To GENERAL AGREEMENT #20001130.2.C BETWEEN AVICI SYSTEMS INC. AND AT&T CORP.General Agreement • November 5th, 2004 • Avici Systems Inc • Computer communications equipment
This Amendment Number 4 (“Amendment” or Contract No. 20001130.2.A.4) is made effective on the 22nd day of September 2004 (the “Effective Date”) by and between Avici Systems Inc. (“Supplier”), a Delaware corporation, having a place of business at 101 Billerica Avenue, North Billerica, MA 01862-1256 and AT&T Corp., (“Company”), a New York corporation, having a place of business at One AT&T Way, Bedminster, NJ 07921 to amend General Agreement #20001130.2.C dated December 21, 2000, as previously amended, (“Agreement”) between Company and Supplier.
AMENDMENT 1 To GENERAL AGREEMENT #20001130.2.C BETWEEN AVICI SYSTEMS INC. AND AT&T CORPGeneral Agreement • November 5th, 2004 • Avici Systems Inc • Computer communications equipment
This Amendment Number 1 (“Amendment”) is made as of the 11th day of January 2002 by and between Avici Systems Inc., (“Supplier”) a Delaware corporation, having a place of business at 101 Billerica Avenue, North Billerica, MA 01862-1256 and AT&T Corp, (“Company”) having a place of business at 900 Route 202/206 North, Bedminster, NJ 07921 to amend General Agreement #20001130.2.C dated December 21, 2000 (“Agreement”) between Company and Supplier.
AMENDED AND RESTATED SEVERANCE PAY AGREEMENTSeverance Pay Agreement • November 7th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and T.S. Ramesh (“you”) dated as of November 7, 2006 and amends and restates the Severance Pay Agreement by and between the Company and you.
AT&T Amendment Number #3: 20001130.2.A.3 to the General Agreement 20001130.2.C By and Between Avici Systems Inc. and AT&T Corp.General Agreement • November 5th, 2004 • Avici Systems Inc • Computer communications equipment
This Amendment Number 3 (“Amendment”) is as of the date last signed below (“Effective Date”) by and between Avici Systems Inc., (“Supplier”) a Delaware corporation, having a place of business at 101 Billerica Avenue, North Billerica, MA 01862-1256 and AT&T Corp, (“Company”) having a place of business at 900 Route 202/206 North, Bedminster, NJ 07921 to amend General Agreement #20001130.2.C dated December 21, 2000 (“Agreement”) between Company and Supplier.
AMENDMENT TO SEVERANCE PAY AGREEMENTSeverance Pay Agreement • December 29th, 2008 • Soapstone Networks Inc. • Services-prepackaged software • Massachusetts
WHEREAS, the Compensation Committee of the Board of Directors of the Company has authorized the amendment of such Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and treasury regulations thereunder;
AMENDED AND RESTATED RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 7th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and T.S. Ramesh (“you”) dated as of November 7, 2006 and amends and restates the Retention Bonus Agreement by and between the Company and you.
SUBLEASESublease • May 8th, 2007 • Avici Systems Inc • Computer communications equipment
THIS SUBLEASE is made as of the 20th day of February 2007, between Global 360, Inc., a Texas corporation, having an office at 2911 Turtle Creek Blvd., Dallas, Texas 75219, hereinafter called “Sublandlord” and Avici Systems, Inc., a Delaware corporation, having and office at 101 Billerica Ave. Building 2. N. Billerica, MA 01824, hereinafter called ‘Subtenant”
AMENDMENT 7 To GENERAL AGREEMENT #20001130.2.CGeneral Agreement • May 6th, 2008 • Soapstone Networks Inc. • Computer communications equipment
This Amendment Number 7 (“Amendment” or Contract No. 20001130.2.A.7) is made effective on January 1, 2008 (the “Effective Date”) and amending Agreement No. 20002230.3.C is by and between Soapstone Networks Inc. (formerly known as Avici Systems, Inc.) a Delaware corporation (“Supplier”), and AT&T Corp., a New York Corporation (“AT&T” or Company”) each of which may be referred to in the singular as “Party” or in the plural as “Parties”.
LETTERHEAD APPEARS HERE]Avici Systems Inc • December 10th, 2004 • Computer communications equipment • Massachusetts
In recognition of your four plus years of employment and contributions to the Company as President, CEO and director and previously as COO, and as acknowledgement that this separation was prompted by the rapidly changing landscape in the telecommunications equipment business and was not for cause, the Company agrees with you to the following separation terms. This letter summarizes the terms of your separation and release agreement with Avici Systems Inc. (hereinafter the “Company” or “Avici”). The date on which you execute this Agreement shall be the “Effective Date”.
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • May 6th, 2005 • Avici Systems Inc • Computer communications equipment • Massachusetts
AGREEMENT made this th day of (the “Grant Date”) between Avici Systems Inc., a Delaware corporation (the “Company”), and (the “Employee”) (the “Agreement”).
RESOLUTION AGREEMENTResolution Agreement • March 15th, 2007 • Avici Systems Inc • Computer communications equipment
This Resolution Agreement (this “Agreement”) is entered into as of October 3, 2006 (the “Execution Date”) by and between (i) Alcatel Teletas Telekomunikasyon Endustri A.S., a company duly existing pursuant to the laws of Turkey, having its head offices at 1. Esensehir, Ataturk cad. No:4 Y.Dudullu Istanbul (“Alcatel”) and (ii) Avici Systems Inc., a corporation duly existing pursuant to the laws of the State of Delaware with offices at 101 Billerica Avenue, North Billerica, MA 01862 (“Avici”) (each of Avici and Alcatel a “Party” and collectively, the “Parties”). The effective date of this Agreement (the “Effective Date”) shall be the Payment Date (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2006 • Avici Systems Inc • Computer communications equipment • Delaware
This Indemnification Agreement (the “Agreement”) dated as of December , 2006, by and between Avici Systems Inc., a Delaware corporation (the “Company”), and , a director [and/or officer] of the Company (the “Indemnitee”):
SEVERANCE PAY AGREEMENTSeverance Pay Agreement • March 15th, 2006 • Avici Systems Inc • Computer communications equipment • Massachusetts
This agreement is entered into by and between Avici Systems Inc. (the “Company”) and William Leighton (“you”) effective as of March 15, 2006.
