EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT BY AND BETWEEN SILICON VALLEY BANKLoan and Security Agreement • October 6th, 2004 • Digital Impact Inc /De/ • Services-business services, nec
BY AND AMONGAgreement and Plan of Reorganization • August 14th, 2000 • Digital Impact Inc /De/ • Services-business services, nec • California
COMMON STOCKDigital Impact Inc /De/ • October 22nd, 1999 • Services-business services, nec • New York
RECITALSRegistration Rights Agreement • June 13th, 2001 • Digital Impact Inc /De/ • Services-business services, nec • California
EXHIBIT 4.2 DIGITAL IMPACT, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 2 TABLE OF CONTENTSRights Agreement • November 5th, 1999 • Digital Impact Inc /De/ • Services-business services, nec • California
ARTICLE 1Sublease Agreement • October 22nd, 1999 • Digital Impact Inc /De/ • Services-business services, nec
1 EXHIBIT 10.7 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (THE "MASTER LEASE") DATED FEBRUARY 12, 1999 BY AND BETWEEN COMDISCO, INC. ("LESSOR") AND DIGITAL IMPACT, INC. ("LESSEE"). IN CONSIDERATION OF THE MUTUAL AGREEMENTS DESCRIBED BELOW, THE...Master Lease Agreement • October 22nd, 1999 • Digital Impact Inc /De/ • Services-business services, nec • Illinois
RECITALSAgreement of Merger • August 14th, 2000 • Digital Impact Inc /De/ • Services-business services, nec
and PAUL OWENAgreement and Plan of Merger and Reorganization • July 12th, 2004 • Digital Impact Inc /De/ • Services-business services, nec • California
EXHIBIT 10.1 DIGITAL IMPACT, INC. 177 BOVET ROAD, SUITE 200 SAN MATEO, CA 94402 November 12, 2001 Kevin Johnson 1700 Beach Street #202 San Francisco, CA 94123 Re: Offer of Employment Dear Kevin: Digital Impact, Inc. (the "COMPANY") is pleased to offer...Digital Impact Inc /De/ • February 14th, 2002 • Services-business services, nec • California
Title. You will have the title of Senior Vice President of Services and you will report to William C. Park, in his capacity as Chief Executive Officer of the Company. As a Company employee, you will be expected to abide by all of the Company's policies and procedures, and acknowledge in writing that you have received and read the employee handbook, which will be made available to you following the date you commence employment with the Company (your "COMMENCEMENT DATE").
EXHIBIT 10.14 SEVERANCE AGREEMENT AND RELEASE THIS SEVERANCE AGREEMENT AND RELEASE (this "AGREEMENT") is made by and between James Wahlstrom (the "EXECUTIVE") and Digital Impact, Inc. (the "COMPANY"; together with the Executive, the "PARTIES"):...Severance Agreement and Release • June 13th, 2001 • Digital Impact Inc /De/ • Services-business services, nec • California
EXHIBIT 10.10 DIGITAL IMPACT, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is made as of October ___, 1999 by and between Digital Impact, Inc., a California corporation (the "COMPANY"), and ___________________...Indemnification Agreement • October 22nd, 1999 • Digital Impact Inc /De/ • Services-business services, nec • California
DIGITAL IMPACT, INC. AND COMPUTERSHARE INVESTOR SERVICES LLC PREFERRED STOCK RIGHTS AGREEMENT Dated as of March 4, 2005Preferred Stock Rights Agreement • March 7th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • Delaware
This Preferred Stock Rights Agreement is dated as of March 4, 2005, between Digital Impact, Inc., a Delaware corporation, (the “Company”), and Computershare Investor Services LLC (the “Rights Agent”).
1- 2 (i) commission of any criminal act involving moral turpitude or dishonesty, (ii) any willful act or omission that causes material injury to the Company, (iii) habitual abuse of chemical substance or alcohol, (iv) inability to perform your duties...Digital Impact Inc /De/ • September 17th, 1999 • California
1 EXHIBIT 10.6 [IMPERIAL BANK LOGO] STARTER KIT LOAN AND SECURITY AGREEMENT Borrower: Digital Impact, Inc. Address: 1730 South Amphlett Blvd. Date: June 12, 1998 San Mateo, CA 94402 THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made and entered...Loan and Security Agreement • September 17th, 1999 • Digital Impact Inc /De/
Exhibit 10.15 DIGITAL IMPACT, INC. 1998 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT You have been...Stock Option Agreement • November 12th, 2004 • Digital Impact Inc /De/ • Services-business services, nec • California
1 EXHIBIT 99.1 DIGITAL IMPACT, INC. NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this "Agreement") is made and entered into as of February 16, 2001, by and between Digital Impact, Inc., a Delaware corporation (the "Company"), and the note...Note Conversion Agreement • February 16th, 2001 • Digital Impact Inc /De/ • Services-business services, nec • California
EXHIBIT 10.13 DIGITAL IMPACT, INC. 177 BOVET ROAD, SUITE 200 SAN MATEO, CA 94402 January 1, 2001 [Executive] c/o Digital Impact, Inc. 177 Bovet Road, Suite 200 San Mateo, CA 94402 RETENTION AGREEMENT Dear [Executive]: Digital Impact, Inc. and its...Retention Agreement • June 13th, 2001 • Digital Impact Inc /De/ • Services-business services, nec • California
EXHIBIT 10.20 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this "AGREEMENT") is made by and between Ron Rasmussen (the "EXECUTIVE") and Digital Impact, Inc. (the "COMPANY"; together with the Executive, the "PARTIES"): WHEREAS, the Executive is...Transition Agreement • June 12th, 2003 • Digital Impact Inc /De/ • Services-business services, nec • California
1 EXHIBIT 10.6 [DIGITAL IMPACT LETTERHEAD] May 2, 2000 James Wahlstrom 15981 Grandview Avenue Monte Sereno, CA 95030 Re: Employment Agreement Dear James: Digital Impact, Inc. (the "COMPANY") is pleased to offer you the position of Vice President,...Digital Impact Inc /De/ • June 6th, 2000 • Services-business services, nec
1 Exhibit 10.11 SUBLEASE AGREEMENT 1. PARTIES. THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of this 15th day of August, 2000, by and between BEA SYSTEMS, INC., a Delaware corporation, ("Sublandlord") and DIGITAL IMPACT, a...Sublease Agreement • June 13th, 2001 • Digital Impact Inc /De/ • Services-business services, nec
EXHIBIT 10.12 MASTER LOAN AND SECURITY AGREEMENT NO. 10932Master Loan and Security Agreement • June 13th, 2001 • Digital Impact Inc /De/ • Services-business services, nec
DIGITAL IMPACT, INC 1999 DIRECTOR EQUITY PLAN RESTRICTED STOCK AGREEMENT FOR OUTSIDE DIRECTORSEquity Plan Restricted Stock Agreement • February 14th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
Digital Impact, Inc. (the “Company”) hereby grants you (the “Outside Director”), an award of Restricted Stock under the Company’s 1999 Director Equity Plan (the “Plan”), of the number of shares of Common Stock of the Company (“Shares”) effective as of the date (the “Grant Date”) indicated on the Notice of Grant of Restricted Stock (the “Notice of Grant”). The Notice of Grant and this agreement collectively are referred to as the “Agreement.” Subject to the provisions of this Agreement and of the Plan, the purchase price per Share of your Restricted Stock grant is the par value, $0.001 per Share, as indicated on the Notice of Grant. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.
CLIENT: DIGITAL IMPACT, INC. --------------------- ADDRESS: 177 BOVET RD --------------------- SAN MATEO CA 94402 --------------------- DATE: 9/25/02 --------------------- [GLOBIX LOGO] MASTER SERVICE AGREEMENT (vC1.01) This Master Service Agreement...Master Service Agreement • June 14th, 2004 • Digital Impact Inc /De/ • Services-business services, nec • New York
EXHIBIT 10.21 TRANSITION AGREEMENT AND RELEASE THIS TRANSITION AGREEMENT AND RELEASE (this "AGREEMENT") is made by and between David Kleinberg (the "EXECUTIVE") and Digital Impact, Inc. (the "COMPANY"; together with the Executive, the "PARTIES") and...Transition Agreement and Release • June 12th, 2003 • Digital Impact Inc /De/ • Services-business services, nec • California
Exhibit 10.16 DIGITAL IMPACT, INC. 1999 DIRECTOR EQUITY PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 1999 Director Equity Plan (the "PLAN") shall have the same defined meanings in this stock option agreement...Stock Option Agreement • November 12th, 2004 • Digital Impact Inc /De/ • Services-business services, nec • California
under the 1998 Stock PlanElection and Restricted Stock Agreement • January 27th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
This Exchange Election and Restricted Stock Agreement (this “Agreement”) made as of the date set forth at the foot of the signature page hereto (the “Exchange Date”) sets forth the agreement between Digital Impact, Inc., a Delaware corporation (“Digital Impact”), and the executive whose name is set forth on Schedule A (hereinafter referred to as “you” and “your”). This Agreement and the transfer and conveyance of the Digital Impact common stock described below are made subject to and in all respects are limited by the provisions of the Digital Impact, Inc. 1998 Stock Plan, as amended and restated (the “Plan”).
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • March 7th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
This Amendment (the "Amendment") to the Retention Agreement by and between Digital Impact, Inc. (the "Company") and ("Executive") dated January 24, 2005 (the "Retention Agreement") is made effective as of March 4, 2005, by and between the Company and Executive. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the same meaning as in the Retention Agreement.
AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • March 28th, 2005 • Digital Impact Inc /De/ • Services-business services, nec
This Amendment No. 1 (this “Amendment”) to the Preferred Stock Rights Agreement dated as of March 4, 2005 (the “Rights Agreement”), between Digital Impact, Inc., a Delaware corporation (the “Company”), and Computershare Investor Services LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of March 24, 2005.
Retention AgreementRetention Agreement • January 27th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
Digital Impact, Inc. and its subsidiaries (collectively, the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control exists, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
Globix Corporation Amendment to Master Service AgreementMaster Service Agreement • October 6th, 2004 • Digital Impact Inc /De/ • Services-business services, nec
The changes, deletions and/or additions in this Amendment shall apply to the Master Service Agreement dated September 25, 2002 as addended by and between the parties hereto and are referenced by paragraph and/or attachment more specifically as follows:
