Silicon Graphics International Corp Sample Contracts

Silicon Graphics International Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILICON GRAPHICS INTERNATIONAL CORP. (November 1st, 2016)

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Silicon Graphics International Corp – AMENDED AND RESTATED BYLAWS OF SILICON GRAPHICS INTERNATIONAL CORP. (a Delaware corporation) (November 1st, 2016)
Silicon Graphics International Corp – SEPARATION AGREEMENT (October 21st, 2016)
Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. SECOND AMENDMENT TO EMPLOYMENT LETTER (September 2nd, 2016)

This SECOND AMENDMENT TO EMPLOYMENT LETTER (this “Second Amendment”), effective June 25, 2016 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Kirk Williams (the “Employee”). SGI and the Employee are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – May 24, 2013 (September 2nd, 2016)

On behalf of Silicon Graphics International Corp. (SGI), I am pleased to offer you the position of Associate General Counsel reporting directly to Jennifer Pileggi, SVP, General Counsel & Corp. Secretary.

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTER (September 2nd, 2016)

This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective December 18, 2015 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Kirk Williams (the “Employee”). SGI and the Employee are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – October 26, 2015 (September 2nd, 2016)

Silicon Graphics International Corp. (the “Company”), is pleased to offer you the position of Senior Vice President, Chief Administrative Officer (the “SVP, CAO”), on the following terms. Your employment shall commence on December 1, 2015 (the “Start Date”).

Silicon Graphics International Corp – VOTING AGREEMENT (August 12th, 2016)

VOTING AGREEMENT, dated as of August 11, 2016 (this “Agreement”), among Hewlett Packard Enterprise Company, a Delaware corporation (“Parent”), and the stockholders of Silicon Graphics International Corp., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

Silicon Graphics International Corp – AGREEMENT AND PLAN OF MERGER among: HEWLETT PACKARD ENTERPRISE COMPANY, a Delaware corporation; SATELLITE ACQUISITION SUB, INC., a Delaware corporation; and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation Dated as of August 11, 2016 (August 12th, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 11, 2016, by and among: Hewlett Packard Enterprise Company, a Delaware corporation (“Parent”); Satellite Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and Silicon Graphics International Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Silicon Graphics International Corp – October 30, 2015 (January 29th, 2016)

Silicon Graphics International Corp. (the “Company”), is pleased to offer you a promotion to the position of Senior Vice President, Chief Financial Officer (the “SVP & CFO”), on the following terms. Your employment commenced on June 27, 2012 (“Start Date”). This offer letter agreement amends and supersedes in its entirety the offer letter agreement by and between you and the Company dated June 4, 2012.

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. 2014 OMNIBUS INCENTIVE PLAN ADOPTED: OCTOBER 17, 2014 APPROVED BY STOCKHOLDERS: DECEMBER 9, 2014 AS AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 16, 2015 AMENDED PLAN APPROVED BY STOCKHOLDERS: DECEMBER 8, 2015 (January 29th, 2016)
Silicon Graphics International Corp – 2014 OMNIBUS INCENTIVE PLAN (May 1st, 2015)

Silicon Graphics International Corp. (the “Company”), pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby awards to Participant a stock unit award covering the number of stock units (the “Stock Units”) set forth below (the “Award”). This Award shall be evidenced by a Stock Unit Award Agreement (the “Award Agreement”). This Award is subject to all of the terms and conditions as set forth herein and in the applicable Award Agreement and the Plan, each of which are incorporated herein in their entirety.

Silicon Graphics International Corp – CREDIT AGREEMENT dated as of January 27, 2015 among SILICON GRAPHICS INTERNATIONAL CORP., as the Borrower The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR FUNDING, INC. as Sole Lead Arranger and Sole Bookrunner (January 28th, 2015)

CREDIT AGREEMENT, dated as of January 27, 2015, among SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).

Silicon Graphics International Corp – SGI CLOSES $70 MILLION TERM LOAN FINANCING TO FUND LARGE CUSTOMER CONTRACT AWARDS (January 28th, 2015)

MILPITAS, Calif., January 28, 2015 – SGI (NASDAQ:SGI), a global leader in high performance solutions for compute, data analytics, and data management, today announced that it has completed a $70 million three and a half year term loan financing. The proceeds will be used to fund working capital for large, recently-awarded customer contracts, to retire the Company’s existing revolver, and for general corporate purposes.

Silicon Graphics International Corp – AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND WAIVER (November 14th, 2014)

This Amendment Number Seven to Credit Agreement and Waiver (this “Amendment”) is entered into as of November 10, 2014, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), and SILICON GRAPHICS FEDERAL, LLC, a Delaware limited liability company (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:

Silicon Graphics International Corp – June 4, 2012 Mack Asrat 1734 Villarita Drive Campbell, California 95008 (October 31st, 2014)

Silicon Graphics International Corp. (the “Company”), is pleased to offer you the position of Vice President, Corporate Controller (the “VP, Corporate Controller”), on the following terms. Your employment shall commence on June 27, 2012 (the “Start Date”).

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTER (October 31st, 2014)

This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective December 17, 2012 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Mack Asrat (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND LIMITED WAIVER, CONSENT AND RELEASE (January 21st, 2014)

This Amendment Number Six to Credit Agreement and Limited Waiver, Consent and Release (this “Amendment”) is entered into as of January 16, 2014, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), and SILICON GRAPHICS FEDERAL, LLC, a Delaware corporation (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:

Silicon Graphics International Corp – ASSET PURCHASE AGREEMENT (November 20th, 2013)

This Asset Purchase Agreement (this “Agreement”) is entered into effective as of November 18, 2013 by and between Jabil Circuit, Inc., a Delaware corporation (the “Buyer), and Silicon Graphics International Corp., a Delaware corporation (the “Seller”).  The Buyer and the Seller are referred to collectively herein as the “Parties.”

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTER (November 4th, 2013)

This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective December 20, 2012 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Robert Nikl (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND WAIVER (November 4th, 2013)

This Amendment Number Five to Credit Agreement and Waiver (“Amendment”) is entered into as of July 12, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), SILICON GRAPHICS FEDERAL, LLC, a Delaware corporation, f/k/a Silicon Graphics Federal, Inc. (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTER (November 4th, 2013)

This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective February 21, 2013 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Jorge Titinger (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTER (September 9th, 2013)

This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective December 17, 2012 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Jennifer W. Pileggi (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (September 9th, 2013)

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), effective December 17, 2012 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation, formerly known as Rackable Systems, Inc. (“SGI”), and Anthony Carrozza (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – August 26, 2013 Anthony Carrozza Dear Anthony: (August 28th, 2013)

This Separation Agreement (the “Agreement”) sets forth the terms of your separation from employment with Silicon Graphics International Corp. (the “Company”).

Silicon Graphics International Corp – LEASE BETWEEN THE IRVINE COMPANY LLC (June 27th, 2013)

THIS LEASE is made as of the 27th day of June, 2013, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and SILICON GRAPHICS INTERNATIONAL CORP, a Delaware Corporation, hereafter called “Tenant.”

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (May 3rd, 2013)

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”), effective February 21, 2013 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation, formerly known as Rackable Systems, Inc. (“SGI”), and Anthony Carrozza (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – SILICON GRAPHICS INTERNATIONAL CORP. SECOND AMENDMENT TO EMPLOYMENT LETTER (May 3rd, 2013)

This SECOND AMENDMENT TO EMPLOYMENT LETTER (this “Second Amendment”), effective February 21, 2013 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Jennifer W. Pileggi (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.

Silicon Graphics International Corp – SGI Reports Third Quarter Fiscal Year 2013 Financial Results (April 30th, 2013)

FREMONT, Calif., April 30, 2013 (GLOBE NEWSWIRE) -- SGI (Nasdaq:SGI), the trusted leader in technical computing, today reported financial results for its third fiscal quarter ended Mar. 29, 2013. Total revenue for the third fiscal quarter was $233 million, which compares with $171 million in the previous quarter and $199 million in the third fiscal quarter of 2012.

Silicon Graphics International Corp – AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT (February 26th, 2013)

This Amendment Number Four to Credit Agreement (“Amendment”) is entered into as of February 25, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), SILICON GRAPHICS FEDERAL, INC., a Delaware corporation (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:

Silicon Graphics International Corp – January 18, 2013 Cassio Conceicao (January 22nd, 2013)
Silicon Graphics International Corp – Silicon Graphics International Corp. Stock Unit Grant Notice (2005 Equity Incentive Plan) (September 10th, 2012)

Silicon Graphics International Corp. (the “Company”), pursuant to Section 7(c) of the Company's 2005 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Stock Unit Award covering the number of stock units (the “Stock Units”) set forth below (the “Award”). This Award shall be evidenced by a Stock Unit Award Agreement (the “Award Agreement”). This Award is subject to all of the terms and conditions as set forth herein and in the applicable Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety.

Silicon Graphics International Corp – 2005 EMPLOYEE STOCK PURCHASE PLAN (September 10th, 2012)
Silicon Graphics International Corp – FIRST AMENDMENT TO LEASE Rackable Systems, Inc. (September 10th, 2012)

THIS FIRST AMENDMENT TO LEASE (“Amendment”) dated for reference purposes as of March 1, 2007, is made to that Industrial Space Lease signed by Landlord and Tenant as of November 1, 2006, (the “Lease”) by and between Rackable Systems, Inc., Delaware corporation as (“Tenant”), and Renco Bayside Investors, a California limited partnership (“Landlord”), for the lease of space located at 46600 Landing Parkway, Fremont, California (the “Leased Premises’).

Silicon Graphics International Corp – AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (September 10th, 2012)

This Amendment Number One to Credit Agreement (“Amendment”) is entered into as of February 7, 2012, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), SILICON GRAPHICS FEDERAL, INC., a Delaware corporation (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts: