Webgain Inc Sample Contracts

Webgain Inc – 2001 STOCK INCENTIVE PLAN (May 17th, 2001)

1 EXHIBIT 10.5 WEBGAIN, INC. 2001 STOCK INCENTIVE PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 2001 Stock Incentive Plan is intended to promote the interests of WebGain, Inc., a Delaware corporation, by providing eligible persons in the Corporation's service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in such service. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. II. STRUCTURE OF THE PLAN A. The Plan shall be divided into four separate equity incentives programs: - the Discretionary Option Grant Program under which

Webgain Inc – EMPLOYEE STOCK PURCHASE PLAN (May 17th, 2001)

1 EXHIBIT 10.6 WEBGAIN, INC. EMPLOYEE STOCK PURCHASE PLAN I. PURPOSE OF THE PLAN This Employee Stock Purchase Plan is intended to promote the interests of WebGain, Inc., a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of

Webgain Inc – SECURED PROMISSORY NOTE (May 17th, 2001)

1 EXHIBIT 10.7 SECURED PROMISSORY NOTE US$250,000 September 1, 2000 Palo Alto, California FOR VALUE RECEIVED, Henri Richard and Gay P. Richard, husband and wife (jointly and severally, the "Borrower"), promise to pay to WebGain, Inc., a Delaware corporation (the "Lender"); at 5425 Stevens Creek Boulevard, Santa Clara CA 95051, or such other place as Lender may from time to time designate, in lawful money of the United States, the principal sum of Two Hundred Fifty Thousand Dollars (US$250,000), plus interest thereon, in the manner set forth below. 1. INTEREST. Interest on the principal sum of this secured promissory note ("Note") will accrue at the rate of six and twenty-two one-hundredths percent (6.22%) per annum, based on a 365-day year and the actual number

Webgain Inc – SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 26th, 2001)

1 EXHIBIT 4.2 WEBGAIN, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2001 (this "Agreement"), by and among WebGain, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A hereto (the "Investors"). RECITALS WHEREAS, BEA Systems, Inc., a Delaware corporation ("BEA"), WPEP Finance, L.P., a Delaware limited partnership ("WPEP Finance"), and WP Equity Partners, Inc., a Delaware corporation "("WPEP"), hold shares of the Company's Series A Preferred Stock (the "Series A Preferred Stock") and/or shares of the Company's Class A Common Stock ("Common Stock") issued upon conversion thereof, Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("WP Ventures"), and Warburg,

Webgain Inc – LEASE OF OFFICE SPACE (March 12th, 2001)

1 EXHIBIT 10.2 CLARICA LEASE OF OFFICE SPACE DATED: December 6, 1999 BETWEEN CLARICA LIFE INSURANCE COMPANY Property Management Office 99 Bank Street, Ottawa, Ontario ("Landlord") AND THE OBJECT PEOPLE INC. ("Tenant") FOR PREMISES IN the building in Clarica Centre, Ottawa, known as 99 Bank Street. LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby covenant and agree as follows: ARTICLE 1.00 DEFINITIONS 1.01 Definitions In this Lease:

Webgain Inc – INDEMNIFICATION AGREEMENT (March 12th, 2001)

1 EXHIBIT 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this __ day of __________, 2001, by and between WebGain, Inc. a Delaware corporation (the "Company"), and <> ("Indemnitee"). WHEREAS, Indemnitee, a member of the board of directors or an officer, employee or agent of the Company, performs a valuable service in such capacity for the Company; WHEREAS, the stockholders of the Company have adopted bylaws (the "Bylaws") providing for the indemnification of the officers, directors, employees and agents of the Company to the maximum extent authorized by Section 145 of the Delaware General Corporations Law, as amended (the "Code"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Company and the members of its directors, o

Webgain Inc – UNDERWRITING AGREEMENT (March 12th, 2001)

1 EXHIBIT 1.1 __________ SHARES WEBGAIN, INC. COMMON STOCK UNDERWRITING AGREEMENT ___________________, 2001 LEHMAN BROTHERS INC. SG COWEN SECURITIES CORPORATION THOMAS WEISEL PARTNERS LLC As Representatives of the several Underwriters named in Schedule 1 c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: WebGain, Inc., a Delaware corporation (the "COMPANY"), proposes to sell __________ shares (the "FIRM STOCK") of the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the "UNDERWRITERS") an option to purchase up to an additional __________ shares of the Common Stock on the terms and for the

Webgain Inc – ASSET PURCHASE AGREEMENT (March 12th, 2001)

1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of December 10, 1999 among Symantec Corporation, a Delaware corporation, Symantec Limited, an Irish corporation (collectively, "SYMANTEC"), and BEA Systems, Inc., a Delaware corporation ("BEA") and WB Information Corporation ("ACQUISITION SUB," and together with BEA, "BUYER"). Although this Agreement is entered into as of December 10, 1999, it is the intent of the parties that the assets to be transferred and the liabilities to be assumed will have an effective date as of the Closing anticipated to be December 31, 1999 (the "EFFECTIVE DATE"), such that Buyer will have the benefits and obligations with respect to such transferred assets and assumed liabilities from and after the Effective Date. RECITALS A. Symantec is in the busin

Webgain Inc – SUBLEASE AGREEMENT (March 12th, 2001)

1 EXHIBIT 10.1 SUBLEASE AGREEMENT 1. PARTIES. THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of this 23 day of June, 2000, by and between BEA SYSTEMS, INC., a Delaware corporation, ("Sublandlord") and WEBGAIN, INC., a Delaware corporation ("Subtenant"). 2. FACTS. Sublandlord, as tenant, entered into a certain Lease dated April 3, 2000 (the "Master Lease") with Compaq Computer Corporation, as landlord ("Landlord") for the leasing of a building commonly known and addressed as 5425 Stevens Creek Blvd., Santa Clara, California 95051, as more particularly described in Section 3 and Exhibit A of the Master Lease (the "Premises"). Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublease from Sublandlord a portion of the Premises (as more particularly defined below), in accordance with the terms and conditions of this Su

Webgain Inc – AGREEMENT AND PLAN OF MERGER (March 12th, 2001)

1 Exhibit 2.4 AGREEMENT AND PLAN OF MERGER dated as of June 7, 2000 by and between WEBGAIN, INC., a Delaware corporation, ZAT Acquisition Corporation, a Delaware corporation, ZAT, INC., an Oregon corporation, William J. Leler, and Philip J. Goward, (the "Principal Shareholders"), David R. Clarke, David Shapiro, Ian Ross, The Phillip E. Garrison 1996 Revocable Trust Dtd. 11/19/96, Thomas R. Myers, Garry Wiegand, Kent Laursen, Josh Portway, Gerald Wluka and Brian Bucknam (together with the Principal Shareholders, the "Shareholders"). 2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") i

Webgain Inc – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 12th, 2001)

1 EXHIBIT 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WEBGAIN, INC. The undersigned, Joseph Menard and Steven Brashear, hereby certify that: ONE: They are the duly elected, qualified and acting President and Secretary, respectively, of WebGain, Inc., a Delaware corporation. TWO: The Certificate of Incorporation of said corporation was originally filed in the Office of the Secretary of State of the State of Delaware on November 30, 1999 under the name WB Information Corporation. The Certificate of Incorporation was amended and restated on December 29, 1999, further amended on February 25, 2000 and May 30, 2000, and amended and restated on February 21, 2001. THREE: The Third Amended and Restated Certificate of Incorporation of said corporation is amended and restated to read

Webgain Inc – STOCK PURCHASE AGREEMENT (March 12th, 2001)

1 EXHIBIT 2.2 EXECUTION COPY -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT AMONG WEBGAIN, INC., TENDRIL SOFTWARE, INC., NEERAJ SANGAL AND THE SHAREHOLDERS LISTED ON SCHEDULE 1 HERETO DATED AS OF MARCH 7, 2000 -------------------------------------------------------------------------------- 2 ------------------- TABLE OF CONTENTS ------------------- Page

Webgain Inc – STOCK PURCHASE AGREEMENT (March 12th, 2001)

1 EXHIBIT 2.3 -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT AMONG WEBGAIN (NOVA SCOTIA) COMPANY, THE OBJECT PEOPLE INC., 1004155 ONTARIO INC., 1004156 ONTARIO INC., 1004157 ONTARIO INC., THE OBJECT PEOPLE HOLDINGS INC., JOHN PUGH, WILF LALONDE, PAUL WHITE AND THE PERSON'S LISTED ON SCHEDULE 1 HERETO DATED AS OF APRIL 7, 2000 -------------------------------------------------------------------------------- 2

Webgain Inc – 2000 STOCK INCENTIVE PLAN (February 21st, 2001)

1 EXHIBIT 10.3 WEBGAIN 2000 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. 2. Definitions. As used herein, the following definitions shall apply: (a)"Administrator" means the Board or any of the Committees appointed to administer the Plan. (b)"Applicable Laws" means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state of the Company's incorporation, the Code, the rules of any applicabl

Webgain Inc – SUBLEASE AGREEMENT (February 21st, 2001)

1 EXHIBIT 10.1 SUBLEASE AGREEMENT 1. PARTIES. THIS SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of this 23 day of June, 2000, by and between BEA SYSTEMS, INC., a Delaware corporation, ("Sublandlord") and WEBGAIN, INC., a Delaware corporation ("Subtenant"). 2. FACTS. Sublandlord, as tenant, entered into a certain Lease dated April 3, 2000 (the "Master Lease") with Compaq Computer Corporation, as landlord ("Landlord") for the leasing of a building commonly known and addressed as 5425 Stevens Creek Blvd., Santa Clara, California 95051, as more particularly described in Section 3 and Exhibit A of the Master Lease (the "Premises"). Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublease from Sublandlord a portion of the Premises (as more particularly defined below), in accordance with the terms and conditions of this Su

Webgain Inc – 2000 NON-QUALIFIED STOCK OPTION PLAN (February 21st, 2001)

1 EXHIBIT 10.4 WB INFORMATION CORPORATION 2000 NON-QUALIFIED STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Non-Qualified Stock Option Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. 2. Definitions. As used herein, the following definitions shall apply: (a)"Administrator" means the Board or any of the Committees appointed to administer the Plan. (b)"Applicable Laws" means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state of the Company's incorporation, the Code, t

Webgain Inc – LEASE OF OFFICE SPACE (February 21st, 2001)

1 EXHIBIT 10.2 CLARICA LEASE OF OFFICE SPACE DATED: December 6, 1999 BETWEEN CLARICA LIFE INSURANCE COMPANY Property Management Office 99 Bank Street, Ottawa, Ontario ("Landlord") AND THE OBJECT PEOPLE INC. ("Tenant") FOR PREMISES IN the building in Clarica Centre, Ottawa, known as 99 Bank Street. LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby covenant and agree as follows: ARTICLE 1.00 DEFINITIONS 1.01 Definitions In this Lease: