Compellent Technologies Inc Sample Contracts

COMPELLENT TECHNOLOGIES, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 4th, 2010 • Compellent Technologies Inc • Services-prepackaged software • Minnesota

This Executive Employment Agreement (the “Agreement”) originally entered into as of the 16th day of June, 2008, by and between Compellent Technologies, Inc., a Delaware corporation (the “Company”), and John R. Judd (“Executive”), an individual residing in the State of Minnesota, is hereby amended and restated, effective as of the 3rd day of February, 2010 (the “Effective Date”).

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COMPELLENT TECHNOLOGIES, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 11th, 2007 • Compellent Technologies Inc • Services-prepackaged software • Minnesota

This Executive Employment Agreement (the “Agreement”), originally entered into as of the 12th day of July, 2002, is by and between Compellent Technologies, Inc., a Delaware corporation (“the Company”), and John P. Guider (“Executive”), an individual residing in the State of Minnesota, is hereby amended and restated, effective as of the 16th day of August, 2007.

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EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • February 24th, 2011 • Compellent Technologies Inc • Services-prepackaged software

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Compellent Technologies, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

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Shares COMPELLENT TECHNOLOGIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2007 • Compellent Technologies Inc • Services-prepackaged software • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Compellent Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock (par value $0.001) of the Company (the “Common Stock”).

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Shares COMPELLENT TECHNOLOGIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2009 • Compellent Technologies Inc • Services-prepackaged software • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Compellent Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of 3,000,000 shares (the “Shares”) of the Common Stock (par value $0.001) of the Company (the “Common Stock”).

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INCENTIVE STOCK OPTION AGREEMENT COMPELLENT TECHNOLOGIES, INC. 2002 STOCK OPTION PLAN
Incentive Stock Option Agreement • July 2nd, 2007 • Compellent Technologies Inc • Delaware

THIS OPTION AGREEMENT is made as of the ___day of _________, 200___(the “Grant Date”) between Compellent Technologies, Inc., a Minnesota corporation (the “Company”), and _________, an employee of the Company (the “Optionee”).

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COMPELLENT TECHNOLOGIES, INC. INDEMNITY AGREEMENT
Indemnity Agreement • September 11th, 2007 • Compellent Technologies Inc • Services-prepackaged software • Delaware

THIS AGREEMENT is made and entered into this ___day of 2007 by and between COMPELLENT TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and (“Agent”).

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AGREEMENT AND PLAN OF MERGER among: Dell International L.L.C., a Delaware limited liability company; Dell Trinity Holdings Corp., a Delaware corporation; and Compellent Technologies, Inc., a Delaware corporation Dated as of December 12, 2010
Agreement and Plan of Merger • December 16th, 2010 • Compellent Technologies Inc • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 12, 2010, by and among: Dell International L.L.C., a Delaware limited liability company (“Parent”); Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and Compellent Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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COMPELLENT TECHNOLOGIES, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 2nd, 2007 • Compellent Technologies Inc • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 22nd day of September, 2006, by and among Compellent Technologies, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (the “Investors”).

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April 12, 2010 John P. Guider c/o of Compellent Technologies, Inc. 7625 Smetana Lane Eden Prairie, MN 55344 Re: Agreement to Waive Annual Medical Allowance Dear John:
Letter Agreement • August 6th, 2010 • Compellent Technologies Inc • Services-prepackaged software

This letter agreement is intended to memorialize your agreement to waive the $1,000 annual allowance for a medical physical examination pursuant to Schedule 2 of that certain Executive Employment Agreement by and between you and Compellent Technologies, Inc., dated February 3, 2010 (the “Employment Agreement”). This letter agreement contains the entire agreement between you and Compellent on this subject and, other than as set forth herein, your Employment Agreement shall remain in full force and effect. This letter agreement can be modified only in a writing signed by you and an officer of Compellent.

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FORM OF AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT AND IRREVOCABLE PROXY
Voting and Support Agreement • February 1st, 2011 • Compellent Technologies Inc • Services-prepackaged software • Delaware

This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Amendment to Support Agreement”), dated as of January 31, 2011, by and between Dell International L.L.C., a Delaware limited liability company (“Parent”), and _____________________ (“Stockholder”), amends (i) the Voting and Support Agreement, dated as of December 12, 2010, to which Parent and Stockholder are parties (the “Support Agreement”) and (ii) the Irrevocable Proxy delivered by Stockholder pursuant to the Support Agreement (the “Proxy”).

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SUBLEASE AGREEMENT
Sublease Agreement • March 5th, 2010 • Compellent Technologies Inc • Services-prepackaged software • Minnesota

THIS SUBLEASE (“Sublease”) is made as of the 17th day of July 2009, by and between SurModics, Inc., a Minnesota corporation, having an address of 9924 West 74th Street, Eden Prairie, Minnesota 55344 (“Sublessor”) and Compellent Technologies, Inc., a Delaware corporation with an address at 7625 Smetana Lane, Eden Prairie, Minnesota 55344 (“Sublessee”).

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April 12, 2010 Lawrence E. Aszmann c/o of Compellent Technologies, Inc. 7625 Smetana Lane Eden Prairie, MN 55344 Re: Agreement to Waive Annual Medical Allowance Dear Larry:
Letter Agreement • August 6th, 2010 • Compellent Technologies Inc • Services-prepackaged software

This letter agreement is intended to memorialize your agreement to waive the $1,000 annual allowance for a medical physical examination pursuant to Schedule 2 of that certain Executive Employment Agreement by and between you and Compellent Technologies, Inc., dated February 3, 2010 (the “Employment Agreement”). This letter agreement contains the entire agreement between you and Compellent on this subject and, other than as set forth herein, your Employment Agreement shall remain in full force and effect. This letter agreement can be modified only in a writing signed by you and an officer of Compellent.

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • July 2nd, 2007 • Compellent Technologies Inc

This Separation Agreement and General Release (“Agreement”) is entered into by and between Compellent Technologies, Inc. (the “Company”) and Sue Suter (“Employee”), and shall become effective upon expiration of the revocation periods specified in Paragraphs 5.A(l) and (2) below.

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • December 16th, 2010 • Compellent Technologies Inc • Services-prepackaged software • Delaware

This Voting and Support Agreement (“Support Agreement”) is entered into as of December 12, 2010, by and between Dell International L.L.C., a Delaware limited liability company (“Parent”), and _________________ (“Stockholder”).

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April 12, 2010 Philip E. Soran c/o of Compellent Technologies, Inc. 7625 Smetana Lane Eden Prairie, MN 55344 Re: Agreement to Waive Annual Medical Allowance Dear Phil:
Letter Agreement • August 6th, 2010 • Compellent Technologies Inc • Services-prepackaged software

This letter agreement is intended to memorialize your agreement to waive the $1,000 annual allowance for a medical physical examination pursuant to Schedule 2 of that certain Executive Employment Agreement by and between you and Compellent Technologies, Inc., dated February 3, 2010 (the “Employment Agreement”). This letter agreement contains the entire agreement between you and Compellent on this subject and, other than as set forth herein, your Employment Agreement shall remain in full force and effect. This letter agreement can be modified only in a writing signed by you and an officer of Compellent.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 1st, 2011 • Compellent Technologies Inc • Services-prepackaged software • Delaware

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of January 31, 2011, by and among Dell International L.L.C., a Delaware limited liability company (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Compellent Technologies, Inc., a Delaware corporation (the “Company”), amends the Agreement and Plan of Merger, dated as of December 12, 2010, by and among Parent, Merger Sub and the Company (the “Merger Agreement”).

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RIGHTS AGREEMENT
Rights Agreement • December 16th, 2010 • Compellent Technologies Inc • Services-prepackaged software • Delaware
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