Salary.com, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software • New York
Salary.com, Inc., a Delaware corporation (“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock (“Stock”) of the Company, and, at the election of the Underwriters, up to [ ] additional shares of Stock, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares, and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 her
SALARY.COM, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF NOVEMBER 14, 2008Shareholder Rights Agreement • November 20th, 2008 • Salary. Com, Inc. • Services-prepackaged software • Delaware
Agreement, dated as of November 14, 2008, between Salary.com, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Trust Company (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software • Delaware
This Agreement made and entered into this day of , (the “Agreement”), by and between Salary.com, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SALARY.COM, INC.Non-Qualified Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SALARY.COMNon-Qualified Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SALARY.COMIncentive Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 10, 2006 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and SALARY.COM, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2009 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 30th day of December 2008 (the “Restatement Date”) between Salary.com, Inc., a Delaware corporation (the “Company”), and Gregory Kent Plunkett (the “Executive”).
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • September 1st, 2010 • Salary. Com, Inc. • Services-prepackaged software • Delaware
This Amendment to Shareholder Rights Agreement (the “Amendment”) is effective as of August 31, 2010, by and between Salary.com, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC (the “Rights Agent”).
WAIVER AGREEMENTWaiver Agreement • June 29th, 2010 • Salary. Com, Inc. • Services-prepackaged software
This Waiver Agreement (this “Agreement”) is entered into as of June 22, 2010, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and SALARY.COM, INC., a Delaware corporation with offices at 160 Gould Street, Needham, Massachusetts 02494 (“Borrower”).
Re: Separation Agreement and ReleaseSalary. Com, Inc. • April 13th, 2009 • Services-prepackaged software • Massachusetts
As you have been notified, your last date of employment with Salary.com, Inc. (“Salary.com”) was January 7, 2009 (the “Termination Date”). While we regret the need to take this action, we are pleased to be able to offer you and other affected employees the severance pay and benefits described in this letter (the “Letter Agreement”). As of the Termination Date, your salary, wages, commissions or bonuses (if any), vacation accrual and all other benefits and compensation of every kind or nature from Salary.com ceased except as required by federal or state law, or otherwise set forth below. You acknowledge that from and after the Termination Date, you shall have no authority to represent yourself as an employee or agent of Salary.com, and you agree not to represent yourself in the future as an employee or agent of Salary.com.
Re: Retention Bonus Letter AgreementLetter Agreement • April 26th, 2010 • Salary. Com, Inc. • Services-prepackaged software
As you know, Salary.com, Inc. (the “Company”) is currently operating under the direction of an Interim Chief Executive Officer (the “Interim CEO”). Among other things, the Interim CEO is overseeing a search for the Company’s regular Chief Executive Officer (the “New CEO”). At this time, the Company believes that your assistance with the search efforts and your service during that transitional period that will follow the New CEO’s commencement of employment (the “New CEO Commencement Date”) is important to the Company and its business goals. To incent you to remain actively employed with the Company at least through the end of this transitional period, the Company is offering you the opportunity to receive a “Retention Bonus” as set forth below. This Letter Agreement is supplemental to and not in lieu of your and the Company’s rights and obligations pursuant to the April 1, 2008 Employment Offer Letter as amended by the December 31, 2008 Amendment to Employment Offer Letter (collectivel
AMENDMENT NO. 1 TO SUBLEASESALARY.COM, Inc • November 13th, 2006
WHEREAS, Sublandlord and Subtenant have entered into a Sublease (the “Sublease”), dated as of January 6, 2006, pursuant to which the Sublandlord agreed to sublet approximately 51, 291 rentable square feet of office space located at 195 West Street, Waltham, Massachusetts 02451.
Re: Separation Agreement and ReleaseSalary. Com, Inc. • June 29th, 2009 • Services-prepackaged software • Massachusetts
As you have been notified, your last date of employment with Salary.com, Inc. (“Salary.com”) will be on Tuesday, May 26, 2009 (the “Separation Date”). While we regret the need to take this action, we are pleased to be able to offer you the severance pay and benefits described in this letter (the “Letter Agreement”). As of the Separation Date, your salary, wages, commissions or bonuses (if any), vacation accrual and all other benefits and compensation of every kind or nature from Salary.com will cease except as required by federal or state law, or otherwise set forth below. You acknowledge that from and after the Separation Date, you shall have no authority to represent yourself as an employee or agent of Salary.com, and you agree not to represent yourself in the future as an employee or agent of Salary.com.
SEVENTH LOAN MODIFICATION AGREEMENTSeventh Loan Modification Agreement • August 16th, 2010 • Salary. Com, Inc. • Services-prepackaged software
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 10, 2010, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and SALARY.COM, INC., a Delaware corporation with offices at 160 Gould Street, Needham, Massachusetts 02494 (“Borrower”).
Lease Contract on The Office Building of Shanghai Zhangjiang Microelectronics Port Co., LtdSalary. Com, Inc. • November 10th, 2008 • Services-prepackaged software
In accordance with the Contract Law of PRC and the Regulation on Premises Lease in Shanghai (hereinafter referred to as “the Regulation”), Party A and Party B have reached an agreement through friendly consultation on the basis of willingness, equality, fairness, honesty and credit to conclude the following lease contract, under which Party A will lease its intelligent office building to Party B.
STOCK PURCHASE AND SALE AGREEMENT BY AND AMONG SALARY. COM, INC., GENESYS SOFTWARE SYSTEMS, INC. AND GENESYS ACQUISITION CORP. August 11, 2010Stock Purchase and Sale Agreement • August 16th, 2010 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
THIS STOCK PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of August 11, 2010, by and among Salary.com, Inc. a Delaware corporation (the “Parent”), Genesys Software Systems, Inc., a Massachusetts corporation (the “Company” and together with the Parent, the “Seller Entities”) and Genesys Acquisition Corp., a Delaware corporation (the “Buyer”).
Re: Separation Agreement and ReleaseSalary. Com, Inc. • January 11th, 2008 • Services-prepackaged software • Massachusetts
This letter (the “Letter Agreement”) summarizes our understanding regarding your termination of employment with Salary.com, Inc. (“Salary.com”). December 31, 2007 will be the date on which your employment with Salary.com will terminate (the “Termination Date”). As of the Termination Date, your salary, vacation accrual and all other benefits and compensation of every kind or nature from Salary.com will cease except as required by federal or state law, or otherwise set forth below. You acknowledge that from and after the Termination Date, you shall have no authority to represent yourself as an employee or agent of Salary.com, and you agree not to represent yourself in the future as an employee or agent of Salary.com. You will remain a member of the Board of Directors of Salary.com until such time as you are requested to resign, whereupon you agree to promptly tender your resignation in writing.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 28th, 2007 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Asset Purchase Agreement (the “Agreement”) is entered into as of December 21, 2007 (“Effective Date”) by and among Salary.com, Inc., a Delaware corporation (“Buyer”), Stephen C. Schoonover (“Dr. Schoonover” or “Principal”), Schoonover Associates, Inc., a Massachusetts corporation (the “Company”), and Helen Schoonover. Dr. Schoonover and the Company are referred to collectively herein as “Sellers,” and Dr. Schoonover and Helen Schoonover are referred to collectively herein as the “Shareholders.” Buyer, the Company and the Shareholders are referred to collectively herein as the “Parties” and each a “Party”.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SALARY.COM, INC.Restricted Stock Award Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Salary.com, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
AMENDMENT NO. 1 TO AGREEMENT FOR EXTENSION OF CREDITSALARY.COM, Inc • November 13th, 2006
WHEREAS, on April 11, 2003 Salary.com, Inc. (“Salary.com”) entered into an Agreement for the Extension of Credit & Conversion of Existing Indebtedness (the “Credit Agreement,” a true and accurate copy of which is attached hereto as Exhibit A) with Wianno Ventures, LLC (“Wianno”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2007 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Share Purchase Agreement (the “Agreement”) is entered into as of May 15, 2007 by and among Salary.com, Inc., a Delaware corporation (“Buyer”), and John Cunnell and V.A. Cunnell (together, the “Shareholders”). Buyer and the Shareholders are referred to collectively herein as the “Parties”.
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • October 15th, 2008 • Salary. Com, Inc. • Services-prepackaged software
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 8, 2008, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and SALARY.COM, INC. a Delaware corporation with offices at 195 West Street, Waltham, Massachusetts 02451 (“Borrower”).
SALARY.COM, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
Salary.com, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2004 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
ASSIGNMENT AGREEMENTAssignment Agreement • November 13th, 2006 • SALARY.COM, Inc
WHEREAS, on April 11, 2003 Salary.com, Inc. (“Salary.com”) entered in an Agreement for the Extension of Credit & Conversion of Existing Indebtedness (the “Credit Agreement,” a true and accurate copy of which is attached hereto as Exhibit A) with Wianno Ventures, LLC (“Wianno”);
Re: Separation Agreement and ReleaseSalary. Com, Inc. • February 9th, 2009 • Services-prepackaged software • Massachusetts
As you have been notified, your last date of employment with Salary.com, Inc. (“Salary.com”) will be on January 7, 2009 (the “Termination Date”). While we regret the need to take this action, we are pleased to be able to offer you and other affected employees the severance pay and benefits described in this letter (the “Letter Agreement”). As of the Termination Date, your salary, wages, commissions or bonuses (if any), vacation accrual and all other benefits and compensation of every kind or nature from Salary.com will cease except as required by federal or state law, or otherwise set forth below. You acknowledge that from and after the Termination Date, you shall have no authority to represent yourself as an employee or agent of Salary.com, and you agree not to represent yourself in the future as an employee or agent of Salary.com.
Re: Separation Agreement and ReleaseSalary. Com, Inc. • June 29th, 2009 • Services-prepackaged software • Massachusetts
This letter (the “Letter Agreement”) summarizes our understanding regarding your separation from employment with Salary.com, Inc. (“Salary.com”). Your separation from employment will be effective as of the close of business on May 14, 2008 (the “Separation Date”). As of the Separation Date, your salary, wages, commissions or bonuses (if any), vacation accrual and all other benefits and compensation of every kind or nature from Salary.com will cease except as required by federal or state law, or otherwise set forth below. You acknowledge that from and after the Separation Date, you shall have no authority to represent yourself as an employee or agent of Salary.com, and you agree not to represent yourself in the future as an employee or agent of Salary.com.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
This Second Amended and Restated Registration Rights Agreement (as the same may be amended or modified from time to time, the “Agreement”) is made as of the 18th day of December, 2003, by and among (i) Salary.com, Inc., a Delaware corporation (the “Company”), and (ii) the holders of the Company’s outstanding Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Shares”), identified as “Series A Holders” on Schedule A hereto (the “Series A Holders”), (iii) the holders of the Company’s outstanding Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series B Preferred Shares”), identified as “Series B Holders” on Schedule A hereto (the “Series B Holders”), (iv) the holders of the Company’s outstanding Series C Convertible Preferred Stock, $0.0001 par value per share (the “Series C Preferred Shares”), identified as “Series C Holders” on Schedule A hereto (the “Series C Holders”), (v) the holders of the Company’s outstanding Series D
SUBLEASESublease • November 13th, 2006 • SALARY.COM, Inc • Massachusetts
SUBLEASE made as of January 6, 2006, between PAREXEL INTERNATIONAL, LLC, a Delaware limited liability company having an office at 200 West Street, Waltham, Massachusetts 02451 (“Sublandlord”) and SALARY.COM, Inc., a Delaware corporation (“Subtenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2010 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 12th day of April, 2010, between Salary.com, Inc. (the “Company”), and Paul R. Daoust (the “Executive”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 31st, 2007 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Asset Purchase Agreement (the “Agreement”) is entered into as of July 31, 2007 (“Effective Date”) by and among Salary.com, Inc. a Delaware corporation (“Buyer”), ITG Competency Group, LLC, a New Jersey limited liability company (“Seller”), and Douglas W. Crisman (“Principal”). Buyer, Seller and Principal are referred to collectively herein as the “Parties” and each a “Party”.
FOURTH LOAN MODIFICATION AGREEMENTFourth Loan Modification Agreement • June 29th, 2009 • Salary. Com, Inc. • Services-prepackaged software
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 16, 2009, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and SALARY.COM, INC. a Delaware corporation with offices at 195 West Street, Waltham, Massachusetts 02451 (“Borrower”).
SEPARATION AGREEMENTSeparation Agreement • February 25th, 2010 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Separation Agreement is made between G. Kent Plunkett (“Executive”) and Salary.com, Inc. (the “Company,” and, together with Executive, the “Parties”).
SALARY.COM, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
Salary.com, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2000 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Severance and Retention Bonus AgreementSeverance and Retention Bonus Agreement • July 12th, 2010 • Salary. Com, Inc. • Services-prepackaged software • Massachusetts
This Severance and Retention Bonus Agreement (“Agreement”) is made the 7th day of July, 2010, between Salary.com, Inc. (the “Company”) and Yong Zhang (“Executive”).
