Intershop Communications Aktiengesellschaft Sample Contracts

Intershop Communications Aktiengesellschaft – STOCK OPTION PLAN 2001 (May 9th, 2001)

Exhibit 4.5 [COMPANY LOGO GOES HERE] Nontransferable Employee Option INTERSHOP COMMUNICATIONS AG STOCK OPTION PLAN 2001 SS. 1 STOCK OPTION, GRANT OF OPTION (1) INTERSHOP Communications AG ("INTERSHOP AG" or the "Company") grants to its current and former employees as well as to the current and former employees of its affiliated enterprises ("Optionees") free of charge the option to acquire shares of stock of INTERSHOP AG ("Option Shares") in accordance with this Stock Option Plan ("Option"). Members of the Management Board of INTERSHOP AG as well as members of the board of directors of an affiliated enterprise may only be granted Options if they currently are or formerly were employed by INTERSHOP AG or

Intershop Communications Aktiengesellschaft – Oracle / Intershop Reseller Agreement (April 5th, 2000)

EXHIBIT 10.12 ****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION Oracle / Intershop Reseller Agreement Summary of Principal Terms Parties: Oracle Deutschland GmbH Intershop Communications GmbH Date: October 15, 1998; extended through **** Type of Agreement Alliance Member (Reseller) Products: Oracle run time products sold as application specific full use licenses. An application-specific full use license is a restricted type of license sold by a Solution Provider in conjunction with its Application P

Intershop Communications Aktiengesellschaft – Cooperation Agreement (April 5th, 2000)

EXHIBIT 10.10 ****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION Cooperation Agreement between Intershop Communications GmbH Leutagraben 2-4 07743 Jena and Deutsche Telekom AG - Zentrale [Central Office] - Friedrich Ebert Allee 140 53133 Bonn Preamble Intershop Communications GmbH (referred to herein as IS) and Deutsche Telekom AG (referred to hereinafter as DT) intend to enter into a partnership in the area of electroni

Intershop Communications Aktiengesellschaft – ASSET PURCHASE AGREEMENT (April 5th, 2000)

EXHIBIT 10.9 ****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION ASSET PURCHASE AGREEMENT dated as of February 26, 1999 by and among INTERSHOP COMMUNICATIONS, INC., A Delaware corporation FOUNTAINHEAD MANAGEMENT, INC., A New York corporation and AARON KAUFMAN, an individual TABLE OF CONTENTS Page

Intershop Communications Aktiengesellschaft – Sybase / Intershop Reseller Agreement (April 5th, 2000)

EXHIBIT 10.11 ****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION Sybase / Intershop Reseller Agreement Summary of Principle Terms Parties: Sybase GmbH Intershop Communications GmbH Date: March 1996 Purpose: Allows Intershop to develop e-commerce solutions that utilize embedded runtime versions of Sybase database technology, and to sublicense derivatives of the Sybase product through its distributors. Upgrades: Sybase agrees to pay Intershop commissions under certain circumstances if a user upgrades to a full Sybase database license. Support: Intershop to receive front

Intershop Communications Aktiengesellschaft – DISTRIBUTION AGREEMENT (April 5th, 2000)

EXHIBIT 10.13 ****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT This Technology License and Distribution Agreement (the "Agreement") is entered into this 2nd day of December 1998 (the "Effective Date") between Sun --- -------- Microsystems, Inc. ("Sun"), with a place of business at 901 San Antonio Road, Palo Alto, California 94303 and Intershop Communications GmbH and its Affiliates, a German corporation with a place of business at 600 Townsend Street, San Francisco, CA 94103 ("Licensee"). RECITALS WHEREAS Sun wishes to lice

Intershop Communications Aktiengesellschaft – Persistence Software License, Services, and Support Agreement (April 5th, 2000)

****CONFIDENTIAL TREATMENT REQUESTED: OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION Exhibit 10.8 [LOGO] Persistence Software License, Services, and Support Agreement This Customer Agreement and Attached License Addendum (the "Agreement") is entered into by and between the parties set forth immediately below as of December 31, 1998 (the "Effective Date") and shall remain in effect until terminated as set forth in this Agreement: Persistence Software, Inc., Intershop Communications GmbH 1720 South Amphlett Boulevard, Third Floor and its Affiliates San Mateo, CA 94402 Leutragraben 2-4 ("PSI") 07743 Jena Germany ("Intersho

Intershop Communications Aktiengesellschaft – Loan Agreement Between Wilfried Beeck and Intershop Communications AG (March 9th, 2000)

EXHIBIT 10.6 SUMMARY Loan Agreement Between Wilfried Beeck and Intershop Communications AG Parties Wilfried Beeck and Intershop Communications,AG Loan Amount Up to Euro 7,000,000 by Mr. Beeck to INTERSHOP Communications AG. Purpose Working capital credit ("Betriebsmittelkredit") in form of an overdraft credit without earmarking for a specific purpose. Interest Rate 6% per year. Delivery of Funds The amount has to be transferred in total or partly upon request by the borrower to its account at Commerzbank Jena (Germany) within five (5) business days (overdraft credit). Collateral Assignment of all current, open claims of Intershop

Intershop Communications Aktiengesellschaft – Summary Translation of Trademark Agreement (March 9th, 2000)

EXHIBIT 10.5 Summary Translation of Trademark Agreement between Intershop Holding AG ("IH") and lntershop Communications, Inc / lntershop Communications GmbH ("IC") May 8, 1998 Sect. 1. Actions to be taken by IC to avoid confusions 1.1 IC will not have a company registered in Switzerland or listed on a Swiss stock exchange with "Intershop" in its tradename. 1.2 IC does not use "Intershop" in a tradename without an element in addition which is comparable with "Communications". 1.3 In all advertisements and an all products IC uses its full tradename. 1.4 IC on its home page under "company" indicate immediately that IC is independent from IH, a company listed on the Swiss stock exchange SWX, 1.5 IC indicates its full tradename on each page of its web site. 1.6 In its advertisements and in other announc

Intershop Communications Aktiengesellschaft – Oracle / Intershop Reseller Agreement (March 9th, 2000)

EXHIBIT 10.12 ****CONFIDENTIAL TREATMENT REQUESTED Oracle / Intershop Reseller Agreement Summary of Principal Terms Parties: Oracle Deutschland GmbH Intershop Communications GmbH Date: October 15, 1998; extended through **** Type of Agreement Alliance Member (Reseller) Products: Oracle run time products sold as application specific full use licenses. An application-specific full use license is a restricted type of license sold by a Solution Provider in conjunction with its Application Package. Application Specific Full Use licenses may only be used by the end-user to execute the Alliance Memb

Intershop Communications Aktiengesellschaft – 1997 EQUITY INCENTIVE PLAN (March 9th, 2000)

EXHIBIT 10.1 INTERSHOP COMMUNICATIONS, INC. 1997 EQUITY INCENTIVE PLAN Adopted December 30, 1996 Approved by Stockholders December 30, 1996 Effective as of January 1, 1997 1. Purposes. (a) The purpose of the Plan is to provide a means by which selected Employees, Officers and Directors of and Consultants to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined below. The Plan does not provide for the granting of stock appreciation rights. (b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees, Office

Intershop Communications Aktiengesellschaft – DISTRIBUTION AGREEMENT (March 9th, 2000)

EXHIBIT 10.13 TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT This Technology License and Distribution Agreement (the "Agreement") is entered into this 2nd day of December 1998 (the "Effective Date") between Sun --- -------- Microsystems, Inc. ("Sun"), with a place of business at 901 San Antonio Road, Palo Alto, California 94303 and Intershop Communications GmbH and its Affiliates, a German corporation with a place of business at 600 Townsend Street, San Francisco, CA 94103 ("Licensee"). RECITALS WHEREAS Sun wishes to license its Java/TM /technology, while maintaining compatibility among Java language based products; and WHEREAS Sun wishes to protect and promote certain trademarks used in connection with Java technology; and WHEREAS Licensee wishes to deve

Intershop Communications Aktiengesellschaft – Loan Agreement Between Stephan Schambach and Intershop Communications AG (March 9th, 2000)

EXHIBIT 10.7 SUMMARY Loan Agreement Between Stephan Schambach and Intershop Communications AG Parties Stephan Schambach and Intershop Communications AG Loan Amount Up to Euro 5,000,000 by Mr. Schambach to INTERSHOP Communications AG. Purpose Working capital credit ("Betriebsmittelkredit") in form of an overdraft credit without earmarking for a specific purpose. Interest Rate 6% per year. Delivery of Funds The amount has to be transferred in total or partly upon request by the borrower to its account at Commerzbank Jena (Germany) within five (5) business days (overdraft credit). Collateral Assignment of all current, open claims of INTERSHOP Communications Inc. Termination Three months' notice wit

Intershop Communications Aktiengesellschaft – REORGANIZATION AGREEMENT (March 9th, 2000)

EXHIBIT 10.4 INTERSHOP COMMUNICATIONS, INC. REORGANIZATION AGREEMENT This Intershop Communications, Inc. Reorganization Agreement ("Agreement") is entered into as of July 16, 1998, by and among Intershop Communications, Inc., a Delaware corporation (the "Company"), Intershop Communications AG, a German stock corporation ("Intershop AG"), J. Burgess Jamieson ("Jamieson") and Stephan Schambach ("Schambach") upon the following terms and conditions: RECITALS A. Pursuant to that certain Reorganization Agreement, dated as of June 23, 1998 ("Reorganization Agreement"), certain investors in the Company exchanged their shares in the Company for shares of Intershop AG common stock. As a result, the Company has become a subsidiary of Intershop AG. Intershop AG intends now to commence its initial public offering of stock on the

Intershop Communications Aktiengesellschaft – Persistence Software License, Services, and Support Agreement CONFIDENTIAL (March 9th, 2000)

EXHIBIT 10.8 Persistence Software License, Services, and Support Agreement CONFIDENTIAL -------------------------------------------------------------------------------- Persistence Software License, Services, and Support Agreement 1. Definitions. 1.1. "Application" means any software application developed by Intershop using the Software or including any Objects. Intershop represents and warrants that the description of the Application set forth on the Cover Sheet is true and correct. 1.2. "Cover Sheet" means the cover page to this Agreement. 1.3. "End User(s)" means (a) if Intershop is a VAR, end user customers of VAR which acquire the Application for their business purposes and not for resale or for any other purpose, or (b) Intershop itself, if Intershop is licensing the Software for its own use as set forth on the Cover Sheet.

Intershop Communications Aktiengesellschaft – Sybase / Intershop Reseller Agreement (March 9th, 2000)

EXHIBIT 10.11 ****CONFIDENTIAL TREATMENT REQUESTED Sybase / Intershop Reseller Agreement Summary of Principle Terms Parties: Sybase GmbH Intershop Communications GmbH Date: March 1996 Purpose: Allows Intershop to develop e-commerce solutions that utilize embedded runtime versions of Sybase database technology, and to sublicense derivatives of the Sybase product through its distributors. Upgrades: Sybase agrees to pay Intershop commissions under certain circumstances if a user upgrades to a full Sybase database license. Support: Intershop to receive front line support from Sybase. Payment: Intershop agrees to pay Sybase the fees for runtime versions, runtime support and transaction fees 30 d

Intershop Communications Aktiengesellschaft – Cooperation Agreement (March 9th, 2000)

EXHIBIT 10.10 Cooperation Agreement between Intershop Communications GmbH Leutagraben 2-4 07743 Jena and Deutsche Telekom AG - Zentrale [Central Office] - Friedrich Ebert Allee 140 53133 Bonn Preamble Intershop Communications GmbH (referred to herein as IS) and Deutsche Telekom AG (referred to hereinafter as DT) intend to enter into a partnership in the area of electronic commerce (Internet) as described below. This cooperation should make it possible for DT to develop new fields of business and new sales markets with the utilization of IS technology. IS will support DT in utilizing the best technology cu

Intershop Communications Aktiengesellschaft – ASSET PURCHASE AGREEMENT (March 9th, 2000)

EXHIBIT 10.9 ASSET PURCHASE AGREEMENT dated as of February 26, 1999 by and among INTERSHOP COMMUNICATIONS, INC., A Delaware corporation FOUNTAINHEAD MANAGEMENT, INC., A New York corporation and AARON KAUFMAN, an individual TABLE OF CONTENTS Page SECTION 1. Purchase And Sale Of Assets................................... 1 1.1 Sale of Assets................................................ 1 1.2 Excluded Assets; No Assum