Motive Inc – REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (September 30th, 2008)We have audited the accompanying consolidated balance sheets of Motive, Inc. (“the Company”) as of December 31, 2007 and 2006, the related consolidated statements of operations and stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
Motive Inc – MOTIVE, INC. INFORMATION FOR THREE AND SIX MONTHS ENDED JUNE 30, 2008 (August 11th, 2008)
Motive Inc – LOAN AND SECURITY AGREEMENT (July 11th, 2008)THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and MOTIVE, 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:
Motive Inc – LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (July 11th, 2008)THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (“EX-IM AGREEMENT”) dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), California corporation, and MOTIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
Motive Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG LUCENT TECHNOLOGIES INC., MAGIC ACQUISITION SUBSIDIARY INC. and MOTIVE, INC. Dated as of June 16, 2008 (June 17th, 2008)This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2008, by and among LUCENT TECHNOLOGIES INC., a Delaware corporation (“Parent”), MAGIC ACQUISITION SUBSIDIARY INC., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Purchasers”), and MOTIVE, INC., a Delaware corporation (the “Company”).
Motive Inc – MOTIVE, INC. STOCK OPTION TERMINATION AGREEMENT (June 17th, 2008)This Stock Option Termination Agreement is made and entered into as of June 16, 2008, by and between Motive, Inc., a Delaware corporation (the “Company”), and each of the undersigned individuals (individually, an “Optionee,” and collectively, the “Optionees”).
Motive Inc – FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT (June 17th, 2008)This Amendment (“Amendment”) is entered into and made effective as of June 16, 2008, by and between Motive, Inc., a Delaware corporation (“Employer”), and (“Employee”).
Motive Inc – MOTIVE, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT (June 17th, 2008)WHEREAS, Motive, Inc. (the “Company”) and Alfred Mockett (the “Grantee”) entered into a Restricted Stock Agreement dated February 20, 2006 (the “Agreement”); and
Motive Inc – MOTIVE, INC. STOCK OPTION TERMINATION AGREEMENT (June 17th, 2008)This Stock Option Termination Agreement is made and entered into as of June 16, 2008, by and between Motive, Inc., a Delaware corporation (the “Company”), and Alfred Mockett, the Company’s Chairman and Chief Executive Officer (“Optionee”).
Motive Inc – MOTIVE, INC. INFORMATION FOR THREE MONTHS ENDED MARCH 31, 2008 (May 12th, 2008)
Motive Inc – Item 10. Directors and Executive Officers of the Registrant. (April 29th, 2008)The following table, together with the accompanying text, present certain information, as of December 31, 2007, with respect to each of the directors and executive officers of Motive, Inc. (the “Company” or “Motive”).
Motive Inc – UNITED STATES DISTRICT COURT WESTERN DISTRICT OF TEXAS (AUSTIN DIVISION) (March 17th, 2008)This Stipulation dated as of December 6, 2007 (the “Derivative Stipulation”) is submitted pursuant to Rule 23.1 of the Federal Rules of Civil Procedure. Subject to the approval of the United States District Court for the Western District of Texas – Austin Division (the “Court”), this Derivative Stipulation is entered into among plaintiff (“Derivative Plaintiff”) in the above-captioned action (the “Derivative Action”), nominal defendant Motive, Inc. (“Motive” or the “Company”) and certain of Motive’s current and former directors and officers who have been named defendant this action, including Scott L. Harmon, Paul M. Baker, Virginia Gambale, Michael J. Maples, Sr., Tom Meredith, David Sikora, Harvey White, Eric L. Jones, Michael LaVigna and John D. Thornton (the “Settling Individual Defendants”) (together with Motive, the “Defendants”), by and through their respective counsel.
Motive Inc – MOTIVE, INC. 2006 DIRECTOR COMPENSATION PLAN (March 17th, 2008)Based on the report and recommendation of the Compensation Committee of the Board of Directors of Motive, Inc., the Board of Directors unanimously adopted and approved the following:
Motive Inc – 2007 Information (March 17th, 2008)As previously disclosed, Motive, Inc. (“Motive” or “the Company” or “we”) determined in 2005 and 2006 that we needed to restate our historical financial statements dating back to 2001, and in that connection the Audit Committee of our Board of Directors undertook and completed an independent review of various accounting matters. Also as previously disclosed, we dismissed Ernst & Young LLP as our independent accountant in July of 2007, and on October 17, 2007, we engaged BDO Seidman, LLP (“BDO Seidman”) as our successor independent accountant. As a result of the foregoing and the need for BDO Seidman to audit the Company’s annual financial statements for the years ended December 31, 2003, 2004, 2005, 2006 and 2007, and review the Company’s interim financial statements for the quarters ended September 30, 2005, March 31, 2006, June 30, 2006, September 30, 2006, March 31, 2007, June 30, 2007, and September 30, 2007, we have been unable to complete and file our periodic financial reports u
Motive Inc – Subsidiaries (March 17th, 2008)
Motive Inc – SUPPLEMENTAL AGREEMENT (March 17th, 2008)This Supplemental Agreement is made by and between Genesis Insurance Company (“Genesis”) and Motive Inc., together with any successors, (collectively, “Motive”). Motive and Genesis may be referred to herein as the “Parties.”
Motive Inc – EMPLOYMENT AGREEMENT (March 17th, 2008)This Employment Agreement (this “Agreement”) is entered into this 7th day of December 2007 (the “Effective Date”), by and between Aramis Alvarez (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – STIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT (March 17th, 2008)This Stipulation and Agreement of Partial Settlement dated December 6, 2007 (the “Stipulation”), is made and entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure by and among Lead Plaintiffs Lisa St. Aubin, Sara Jackson and the City of Bethleham Aggregated Pension Fund (“Lead Plaintiffs”), on behalf of themselves and the Class (as defined below), and defendants Motive, Inc. (“Motive” or the “Company”), Scott L. Harmon (“Harmon”), Paul M. Baker (“Baker”), R. Logan Wray (“Wray”), Eric J. Jones (“Jones”), Michael LaVigna (“LaVigna”), Michael J. Maples (“Maples”), Thomas Meredith (“Meredith”), David Sikora (“Sikora”) and John D. Thornton (“Thornton”) (collectively, the “Settling Defendants”), by and through their respective counsel (together Lead Plaintiffs and the Settling Defendants are the “Settling Parties”). This partial settlement (the “Settlement”) specifically does not discharge or release any claims that Lead Plaintiffs or the Class have against Motive’s former
Motive Inc – FIRST AMENDMENT TO THE MOTIVE, INC. EMPLOYEE STOCK PURCHASE PLAN (March 17th, 2008)WHEREAS, the Company has the authority to amend the Plan at any time by action of the Board of Directors, as provided in Section 14 of the Plan; and
Motive Inc – EMPLOYMENT AGREEMENT (March 17th, 2008)This Employment Agreement (this “Agreement”) is entered into this 7th day of December 2007 (the “Effective Date”), by and between Anna E. Clepper (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (March 17th, 2008)This Compromise Settlement Agreement and Mutual Release (the “Agreement”) is made by and between Motive, Inc. (“Motive”), Scott L. Harmon, Paul M. Baker, R. Logan Wray, Scott D. Abel, and Douglas F. McNary (collectively, the “Officers”); Eric L. Jones, Michael LaVigna, Michael J. Maples, Tom Meredith, David Sikora, John D. Thornton, Virginia Gambale, and Harvey White (collectively, the “Directors”) (and collectively, Motive, the Officers and the Directors are referred to herein as the “Motive Parties”) and Genesis Insurance Company (“Genesis”). All of the preceding individuals and entities are sometimes collectively referred to herein as the “Parties” or each separately as a “Party.”
Motive Inc – MOTIVE, INC. INFORMATION FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 (November 7th, 2007)
Motive Inc – EMPLOYMENT AGREEMENT (October 10th, 2007)This Employment Agreement (this “Agreement”) is entered into this 27th day of September 2007, by and between Mike Fitzpatrick (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – EMPLOYMENT AGREEMENT (October 1st, 2007)This Employment Agreement (this “Agreement’) is entered into this 27th day of September 2007 (the “Effective Date”), by and between Jack Greenberg (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – EMPLOYMENT AGREEMENT (October 1st, 2007)This Employment Agreement (this “Agreement”) is entered into this 27th day of September 2007 (the “Effective Date”), by and between Richard Hanna (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – MANAGEMENT’S SUMMARY DISCUSSION OF MOTIVE’S UNAUDITED AND UNREVIEWED FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 (September 5th, 2007)Substantially all of our revenue is derived from licensing our software product suite and providing related services. Customers pay us license fees for the right to use our software products on a term or perpetual basis. Generally, we price our license fees based on expected volume usage during the license term. Our licensing arrangements may also include the provision of certain services. Our services are comprised of consulting services, maintenance and support services, and hosting and managed services. Consulting services include a range of services such as installation, implementation and non-complex interface development for the customer’s specific applications. Maintenance and support services represent technical support of our software products and include the right to unspecified product upgrades on an if-and-when-available basis. Hosting and managed services involve remote management of our solutions.
Motive Inc – MANAGEMENT’S SUMMARY DISCUSSION OF MOTIVE’S UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2006 (September 5th, 2007)Through December 31, 2006, substantially all of our revenue was derived from licensing our software product suite and providing related services. Customers pay us license fees for the right to use our software products on a term or perpetual basis. From 2004 through 2006, we saw a shift in license arrangements to primarily term licenses and away from perpetual licenses. Furthermore, we also began to see both new and existing broadband provider customers worldwide shorten the term of the license arrangements, and reduce the amount of license fees, to which they were willing to commit at the time of licensing our products. Generally, we price our license fees based on expected volume usage during the license term.
Motive Inc – MANAGEMENT’S SUMMARY DISCUSSION OF MOTIVE’S UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005 (September 5th, 2007)Through December 31, 2005, substantially all of our revenue was derived from licensing our software product suite and providing related services. Customers pay us license fees for the right to use our software products on a term or perpetual basis. From 2003 through 2005, we saw a shift in license arrangements to primarily term licenses and away from perpetual licenses. Furthermore, we also began to see both new and existing broadband provider customers worldwide shorten the term of the license arrangements, and reduce the amount of license fees, to which they were willing to commit at the time of licensing our products. Generally, we price our license fees based on expected volume usage during the license term.
Motive Inc – Ernst & Young LLP Phone: (512) 478-9881 Suite 1800 Fax: (512) 473-3499 Austin, Texas 78701 (August 15th, 2007)We have read Item 4.01 of Form 8-K filed by Motive, Inc. (Motive or the Company) with the Securities and Exchange Commission (Commission) on July 30, 2007 (Motive 8-K). The Company did not provide Ernst & Young LLP (Ernst & Young or EY) an opportunity to furnish comments on the Motive 8-K prior to its filing. As provided for by Item 304(a)(3) of Regulation S-K, we are furnishing this letter to Motive to state our agreement or disagreement to filed information in the Motive 8-K.
Motive Inc – Attention: Mr. Alfred Mockett, CEO (July 30th, 2007)This letter is to communicate in writing various verbal conversations between Ernst & Young (EY) and management of Motive, Inc. (Motive or the Company).
Motive Inc – CASH AWARD AGREEMENT KEY EMPLOYEE INCENTIVE BONUS PLAN OF MOTIVE, INC. (May 31st, 2007)This Cash Award Agreement (this “Agreement”) is made and entered into by and between Motive, Inc., a Delaware corporation (the “Company”), and (the “Participant”) as of May 29 , 2007 (the “Award Date”).
Motive Inc – KEY EMPLOYEE INCENTIVE BONUS PLAN (May 31st, 2007)
Motive Inc – EMPLOYMENT AGREEMENT (October 24th, 2006)This Employment Agreement (this “Agreement”) is entered into this 20th day of October, 2006, (the “Effective Date”) by and between Mike Fitzpatrick (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – EMPLOYMENT AGREEMENT (August 8th, 2006)This Employment Agreement (this “Agreement”) is entered into this 7th day of August, 2006 (the “Effective Date”), by and between Jack Greenberg (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
Motive Inc – EMPLOYMENT AGREEMENT (August 8th, 2006)This Employment Agreement (this “Agreement”) is entered into this 7th day of August, 2006 (the “Effective Date”), by and between Richard Hanna (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
