Opnet Technologies Inc Sample Contracts

Opnet Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPNET TECHNOLOGIES, INC. (December 18th, 2012)

SECOND: The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 North Orange Street, Wilmington, DE 19801, New Castle County. The name of the registered agent of the Company at such address is The Corporation Trust Company.

Opnet Technologies Inc – AMENDED AND RESTATED BYLAWS OF OPNET TECHNOLOGIES, INC. (December 18th, 2012)
Opnet Technologies Inc – AGREEMENT AND PLAN OF MERGER among: RIVERBED TECHNOLOGY, INC., a Delaware corporation; OCTAGON ACQUISITION CORP., a Delaware corporation; and OPNET TECHNOLOGIES, INC., a Delaware corporation Dated as of October 28, 2012 (October 29th, 2012)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 28, 2012, by and among: RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Parent”); OCTAGON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and OPNET TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Opnet Technologies Inc – TENDER AND SUPPORT AGREEMENT (October 29th, 2012)

THIS TENDER AND SUPPORT AGREEMENT, dated as of October 28, 2012 (this “Agreement”), is by and among: RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Parent”); OCTAGON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and                      (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Acquisition Sub and OPNET TECHNOLOGIES, INC., a Delaware corporation (the “Company”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. FY 2013 ANNUAL INCENTIVE BONUS PROGRAM (May 9th, 2012)

The 2013 Annual Incentive Bonus Program (the “Program”) of OPNET Technologies, Inc. (the “Company”) is designed to motivate, retain and reward eligible Company executives and key employees to achieve a combination of corporate goals during the Company’s fiscal year ending March 31, 2013 (“fiscal 2013” or the “Performance Period”). The Program is administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, and any decisions or interpretations made in good faith by the Committee shall be final, conclusive and binding on all Participants and interested parties.

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. FY 2012 ANNUAL INCENTIVE BONUS PROGRAM (November 10th, 2011)

The 2012 Annual Incentive Bonus Program (the “Program”) of OPNET Technologies, Inc. (the “Company”) is designed to motivate, retain and reward eligible Company executives and key employees to achieve a combination of corporate goals during the Company’s fiscal year ending March 31, 2012 (“fiscal 2012” or the “Performance Period”). The Program is administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, and any decisions or interpretations made in good faith by the Committee shall be final, conclusive and binding on all Participants and interested parties.

Opnet Technologies Inc – SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (June 3rd, 2011)

THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is made effective as of the January 31, 2011, by and between STREET RETAIL, INC., a Maryland corporation (“Landlord”), and OPNET TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. FY 2011 EXECUTIVE INCENTIVE BONUS PROGRAM (November 2nd, 2010)

The 2011 Executive Incentive Bonus Program (the “Program”) of OPNET Technologies, Inc. (the “Company”) is designed to motivate, retain and reward eligible Company executives to achieve a combination of corporate goals during the Company’s fiscal year ending March 31, 2011 (“fiscal 2011” or the “Performance Period”). The Program is administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, and any decisions or interpretations made in good faith by the Committee shall be final, conclusive and binding on all Participants and interested parties.

Opnet Technologies Inc – Stockholders Approve All Proxy Proposals at OPNET Technologies, Inc.’s Annual Meeting of Stockholders (September 15th, 2010)

BETHESDA, MD – September 15, 2010 – OPNET Technologies, Inc. (NASDAQ: OPNT), a leading provider of IT Service Assurance solutions, today announced that its stockholders voted in favor of all proxy proposals set forth in the proxy statement and discussed at the Company’s Annual Meeting of Stockholders, held at OPNET’s headquarters in Bethesda, Maryland on September 13, 2010 (the “Annual Meeting”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. Restricted Stock Agreement Granted Under 2010 Stock Incentive Plan (February 1st, 2010)

This Restricted Stock Agreement (the “Agreement”) is made on [MONTH DAY, YEAR] (the “Grant Date”), between OPNET Technologies, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. Restricted Stock Agreement Granted Under Amended and Restated 2000 Stock Incentive Plan (June 5th, 2009)

This Restricted Stock Agreement (the “Agreement”) is made on             , 20         (the “Grant Date”), between OPNET Technologies, Inc., a Delaware corporation (the “Company”), and              (the “Participant”).

Opnet Technologies Inc – OFFICE LEASE AGREEMENT BETWEEN STREET RETAIL, INC., LANDLORD AND OPNET TECHNOLOGIES, INC., TENANT (June 9th, 2008)

THIS OFFICE LEASE AGREEMENT (this “Lease”) is made this 21st day of December, 2006, by and between STREET RETAIL, INC., a Maryland corporation (“Landlord”), and OPNET TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).

Opnet Technologies Inc – Loan Modification Agreement (June 9th, 2008)

This Loan Modification Agreement (“Agreement”) is made this 20th day of June, 2007, by and between BANK OF AMERICA, N.A. organized and existing under the laws of the United States of America with offices at 100 Federal Street, Boston Massachusetts 02110 (the “Bank”) and OPNET TECHNOLOGIES, INC. a Delaware Corporation, with an address at 7255 Woodmont Avenue, Bethesda Maryland 20814 (the “Borrower”).

Opnet Technologies Inc – Loan Modification Agreement (June 11th, 2007)

This Loan Modification Agreement (“Agreement”) is made this 26th day of June, 2006, by and between BANK OF AMERICA, N.A. organized and existing under the laws of the United States of America with offices at 100 Federal Street, Boston, Massachusetts 02110 (the “Bank”) and OPNET TECHNOLOGIES, INC. a Delaware Corporation with an address at 7255 Woodmont Avenue, Bethesda, Maryland 20814 (the “Borrower”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. 2000 Employee Stock Purchase Plan (Amended October 22, 2002 and December 30, 2005) (August 22nd, 2006)

The purpose of this 2000 Employee Stock Purchase Plan (the “Plan”) of the Company is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Three hundred thousand (300,000) shares of Common Stock in the aggregate have been approved for this purpose. This Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, and shall be interpreted consistent therewith.

Opnet Technologies Inc – BUSINESS LOAN AGREEMENT (June 14th, 2006)

THIS BUSINESS LOAN AGREEMENT dated June 20, 2005, is made and executed between Opnet Technologies, Inc. (“Borrower”) and Bank of America, N.A. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Opnet Technologies Inc – PROMISSORY NOTE (June 14th, 2006)

PROMISE TO PAY. Opnet Technologies, Inc. (“Borrower”) promises to pay to Bank of America, N.A. (“Lender”), or order, in lawful money of the United States of America, the principal amount of Two Million Six Hundred Thousand & 00/100 Dollars ($2,600,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. Restricted Stock Agreement Granted Under Amended and Restated 2000 Stock Incentive Plan (February 17th, 2006)

This Restricted Stock Agreement (the “Agreement”) is made on                     , 2006 (the “Grant Date”), between OPNET Technologies, Inc,. a Delaware corporation (the “Company”), and                      (the “Participant”).

Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. 2000 Director Stock Option Plan Adopted by the Board of Directors on March 13, 2000 Approved by the Stockholders on June 30, 2000 Amended and restated by the Board of Directors on July 29, 2004 (December 23rd, 2004)
Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. Nonstatutory Stock Option Agreement Granted Under 2000 Director Stock Option Plan (December 23rd, 2004)
Opnet Technologies Inc – OPNET TECHNOLOGIES, INC. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Incentive Plan (December 23rd, 2004)
Opnet Technologies Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG OPNET TECHNOLOGIES, INC., N COMPANY ACQUISITION CORP. AND ALTAWORKS CORPORATION SEPTEMBER 3, 2004 (October 12th, 2004)

This Agreement contemplates a merger of the Transitory Subsidiary into the Company. In such merger, the Buyer will acquire the Company for aggregate consideration equal to the Purchase Price. Pursuant to Section 3 of Article Fourth of the Company’s Certificate of Incorporation, (i) the merger will be treated as a liquidation, dissolution or winding-up of the Company, (ii) all of such consideration will be paid to the holders of the Series C Preferred Shares and (iii) the holders of Common Shares, Series A Preferred Shares and Series B Preferred Shares will not receive any consideration for such shares in the merger.

Opnet Technologies Inc – FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Bank, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Bank, the principal amount of Ten Million and 00/100 Dollars ($10,000,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the (August 9th, 2002)
Opnet Technologies Inc – Contract (June 13th, 2001)

OPNET NetMaker December 31, December 31, Pro Forma Combined Pro 2000 2000 Adjustments Forma ASSETS Current assets: Cash and cash equivalents $ 67,414 $ $ (5,000) (a) $ 62,414 Accounts receivable, net 4,199 294 4,493 Deferred income taxes 266 266 Prepaid expenses and other current assets 1,037 178 1,215

Opnet Technologies Inc – OPNET to Acquire The NetMaker Division of Make Systems, Inc. Make's NetMaker Software will Broaden and Accelerate OPNET's Service Provider Solutions A Company conference call will be held today at 9:00 A.M. EST BETHESDA, MD., March 21, 2001 - OPNET Technologies, Inc. (Nasdaq: OPNT), the leading provider of predictive network management software, announced today that it has signed a definitive agreement to acquire substantially all of the assets and operations of the Cary, North Carolina-based NetMaker division of Make Systems, Inc., a privately held software company headquartered in San Mateo, (March 23rd, 2001)
Opnet Technologies Inc – Pricing Indebtedness Wall Street Level To Journal Libor TTM EBITDA Rate + 1 * 1.50 to 1.0 200 bps 2 ** 1.50 to 1.0 250 bps * less than ** greater than or equal to The Applicable Margin shall be in effect from the date the most recent compliance certificate is received by Bank to but excluding the date the next compliance certificate is received by Bank; provided, however, that if Borrower -------- ------- fails to timely deliver the next compliance certificate, the Applicable Margin from the date such compliance certificate was due to but excluding the date such is received by Bank shall be th (July 21st, 2000)
Opnet Technologies Inc – Subject: Letter Agreement on Administration of Building Common Areas (March 15th, 2000)
Opnet Technologies Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (March 15th, 2000)
Opnet Technologies Inc – SECURED PROMISSORY NOTE (March 15th, 2000)
Opnet Technologies Inc – LOAN AGREEMENT (March 15th, 2000)
Opnet Technologies Inc – EMPLOYMENT AGREEMENT (March 15th, 2000)
Opnet Technologies Inc – SUBLEASE AGREEMENT (March 15th, 2000)
Opnet Technologies Inc – STOCK PURCHASE AND OPTION AGREEMENT (March 15th, 2000)