INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2016 • Guidance Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 5th, 2014 • Guidance Software, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 29, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GUIDANCE SOFTWARE, INC., a Delaware corporation (“Parent”), GUIDANCE-TABLEAU, LLC, a Delaware limited liability company (“Tableau”), and CASECENTRAL, INC., a California corporation (“CaseCentral” and together with Parent and Tableau, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 17th, 2012 • Guidance Software, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 12, 2012, between Guidance Software, Inc., a Delaware corporation, with its chief executive office located at 215 North Marengo Avenue, Suite 250, Pasadena, California 91101 (the “Borrower”) and Bank of the West, a California banking corporation, with an address of 15165 Ventura Boulevard, Sherman Oaks, CA 91403 (the “Lender”).
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • February 26th, 2010 • Guidance Software, Inc. • Services-prepackaged software • California
This At-Will Employment Agreement (“Agreement”) is entered on this 3rd day of November of 2006 between Guidance Software, Inc. (“Company”) and Larry A. Gill (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Wachovia Capital Markets, LLC As Representatives of the several underwriters named on Schedule I c/o Morgan Stanley & Co. IncorporatedGuidance Software, Inc. • November 22nd, 2006 • Services-prepackaged software • New York
Guidance Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule II hereto severally propose to sell to the several Underwriters, an aggregate of shares of the common stock, par value $.001 per share of the Company (the “Firm Shares”), of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
AMENDED AND RESTATED CREDIT AGREEMENT (LINE OF CREDIT) (LETTER OF CREDIT SUB- FACILITY)Credit Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California
This Agreement (the “Agreement”) is made and entered into as of May 1, 2007 by and between BANK OF THE WEST (the “Bank”) and GUIDANCE SOFTWARE, INC. (the “Borrower”), on the terms and conditions that follow:
SETTLEMENT AGREEMENTSettlement Agreement • April 22nd, 2016 • Guidance Software, Inc. • Services-prepackaged software • Delaware
This SETTLEMENT AGREEMENT is made and entered into as of April 22, 2016 (the “Agreement”) by and among Guidance Software, Inc., a Delaware corporation (the “Company”), and each of the parties listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • February 21st, 2013 • Guidance Software, Inc. • Services-prepackaged software • California
This At-Will Employment Agreement (“Agreement”) is entered on this 1st day of June of 2009 between Guidance Software, Inc. (“Company”) and Amanda Berger (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • February 25th, 2016 • Guidance Software, Inc. • Services-prepackaged software • California
This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is entered into by and between Shawn McCreight (“Employee”) and Guidance Software, Inc. (“Employer” or “Company”). The term “Party” or “Parties” as used herein shall refer to Employee, Employer or both, as may be appropriate.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 9th, 2012 • Guidance Software, Inc. • Services-prepackaged software
Guidance Software, Inc. (“Guidance,” “Employer” or the “Company”) and Larry A. Gill his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2010 • Guidance Software, Inc. • Services-prepackaged software • California
This Amendment shall be deemed to be a part of and subject to that certain AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2007, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the “Agreement”). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.
RESTRICTED STOCK CANCELLATION AGREEMENTRestricted Stock Cancellation Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California
This Restricted Stock Cancellation Agreement (this “Agreement”), effective as of January 19, 2007, is made by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and Victor Limongelli (die “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is entered into as of January 19, 2008, by and between Guidance Software, Inc. (the “Company”) and Victor Limongelli (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FIRST AMENDMENT TO GUIDANCE SOFTWARE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 24th, 2009 • Guidance Software, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO GUIDANCE SOFTWARE, INC. RESTRICTED STOCK AGREEMENT (this “First Amendment”), is made as of _____________, 2009, by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and ____________ (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Restricted Stock Agreement (as defined below).
Re: AMENDMENT TO EMPLOYMENT TERMSEmployment Terms • November 13th, 2009 • Guidance Software, Inc. • Services-prepackaged software
GUIDANCE SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2010 • Guidance Software, Inc. • Services-prepackaged software • California
Guidance Software, Inc., a Delaware corporation (the “Company”), pursuant to its First Amended and Restated 2004 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth in this Restricted Stock Agreement (the “Agreement”) (including without limitation the Restrictions on the Shares set forth in the Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
OFFICE LEASE between OTR, an Ohio general partnership, as Nominee of The State Teachers Retirement Board of Ohio, a statutory organization created by the laws of Ohio (Landlord) and GUIDANCE SOFTWARE, INC., a Delaware corporation (Tenant) for Premises...Office Lease • August 8th, 2014 • Guidance Software, Inc. • Services-prepackaged software • California
THIS OFFICE LEASE (this “Lease”), dated June 30, 2014, is made and entered into by and between OTR, an Ohio general partnership, as Nominee of The State Teachers Retirement Board of Ohio, a statutory organization created by the laws of Ohio (“Landlord”), and GUIDANCE SOFTWARE, INC., a Delaware corporation (“Tenant”), upon the following terms and conditions which are hereby agreed to by Landlord and Tenant.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 18th, 2010 • Guidance Software, Inc. • Services-prepackaged software
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below 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, par value $0.001 per share, of Guidance Software, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date noted below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Guidance Software, Inc. • Services-prepackaged software • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of [ ], 2011 (the “Effective Date”), is entered into by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and Victor Limongelli (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, effective as of December 6, 2007, by and between the Company and Executive (the “Original Agreement”);
GUIDANCE SOFTWARE EMPLOYMENT AGREEMENTGuidance Software Employment Agreement • September 15th, 2006 • Guidance Software, Inc. • California
This At-Will Employment Agreement (“Agreement”) is entered on this 5th day of September, 2000 between Guidance Software, Inc. (“Company”) and John Colbert (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 8th, 2015 • Guidance Software, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO OFFICE LEASE together with its exhibits (“Amendment”) is made and entered into as of the 31st_ day of March, 2015, by and between 1055 East Colorado — Pasadena, CA, L.P., a Delaware limited partnership (“Landlord”) and Guidance Software, Inc., a Delaware corporation (“Tenant”) (Landlord and Tenant shall collectively be referred to herein as the “Parties”).
STANDSTILL AGREEMENTStandstill Agreement • April 22nd, 2016 • Guidance Software, Inc. • Services-prepackaged software • Delaware
This STANDSTILL AGREEMENT is made and entered into as of April 22, 2016 (the “Agreement”) by and among Guidance Software, Inc., a Delaware corporation (the “Company”), and Michael J. McConnell (the “Investor”). The Company and the Investor are referred to herein as the “Parties.”
AT WILL EMPLOYMENT AGREEMENT AMENDMENTAt Will Employment Agreement • December 7th, 2007 • Guidance Software, Inc. • Services-prepackaged software
Guidance Software, Inc. (“Employer”) and John Colbert, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this as “Employee”), agree to modify the At Will Employment Agreement, dated September 5, 2000 (“Employment Agreement”) between the parties, to reflect the following Amendment (“Agreement”):
OEM DISTRIBUTION SUBSCRIPTION AGREEMENTOem Distribution Subscription Agreement • February 24th, 2015 • Guidance Software, Inc. • Services-prepackaged software • New York
This OEM Distribution Subscription Agreement (“Agreement”), dated November 12, 2014 (“Effective Date”), is entered into by Guidance Software, Inc. (“Customer”) and MongoDB, Inc. (“Company”). Capitalized terms have the meaning set forth throughout the Agreement and Exhibits.
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2006 • Guidance Software, Inc. • California
This At-Will Employment Agreement (“Agreement”) is entered on this 16th day of December 2002 between Guidance Software, Inc. (“Company”) and Frank J. Sansone (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
TAX MATTERS AGREEMENTTax Matters Agreement • November 22nd, 2006 • Guidance Software, Inc. • Services-prepackaged software • California
TAX MATTERS AGREEMENT (the “Agreement”), dated as of , 2006 and effective as of the date of the Revocation (as defined herein), by and among Guidance Software, Inc., a California corporation (the “Company”), the persons listed on Schedule A attached hereto (individually, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO AGREEMENT TO PARTICIPATE IN THE GUIDANCE SOFTWARE, INC. EXECUTIVE RETENTION AND SEVERANCE PLANRetention and Severance Plan • August 8th, 2017 • Guidance Software, Inc. • Services-prepackaged software
This AMENDMENT TO AGREEMENT TO PARTICIPATE IN THE GUIDANCE SOFTWARE, INC. EXECUTIVE RETENTION AND SEVERANCE PLAN (the “Amendment”) is made and entered into by and between Guidance Software, Inc. (the “Company”) and Kenneth Basore (the “Participant”) as of December 29, 2008.
Re: Second Amendment to Employment AgreementGuidance Software, Inc. • December 4th, 2014 • Services-prepackaged software
Reference is hereby made to your employment offer letter with Guidance Software Inc. (the “Company”) and you, dated as of July 23, 2008 (the “Employment Letter”) and the Amendment to the Employment Letter dated December 18, 2008 (“First Amendment”). You and the Company have mutually agreed to amend certain provisions of the Employment Letter and Amendment as set forth below.
GUIDANCE SOFTWARE, INC. INVESTOR’S RIGHTS AGREEMENT’s Rights Agreement • September 15th, 2006 • Guidance Software, Inc. • California
THIS INVESTOR’S RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 26, 2003 by and between Guidance Software, Inc., a California Company (the “Company”) and Matthew Healey (the “Purchaser”).
GUIDANCE SOFTWARE EMPLOYMENT AGREEMENTGuidance Software Employment Agreement • September 15th, 2006 • Guidance Software, Inc. • California
This At-Will Employment Agreement (“Agreement”) effective January 1, 2000 (“Effective Date”) between Guidance Software, Inc. (“Company”) and John M. Patzakis (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 17th, 2009 • Guidance Software, Inc. • Services-prepackaged software
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below 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, par value $0.001 per share, of Guidance Software, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date noted below.
At Will Employment Agreement, dated April 14, 2015, between the Company and Patrick Dennis AT-WILL EMPLOYMENT AGREEMENT-Will Employment Agreement • April 15th, 2015 • Guidance Software, Inc. • Services-prepackaged software • California
This At-Will Employment Agreement (“Agreement”) is effective as of May 1, 2015 between Guidance Software, Inc. (“Company”) and Patrick Dennis (“Employee”) and incorporates by reference the terms of that certain offer letter executed between the parties and dated April 14, 2015 (“Offer Letter”). To the extent the terms of this Agreement and the Offer Letter conflict, the terms of the Offer Letter shall govern. In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:
AMENDMENT THREE to the ORACLE PARTNERNETWORK EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT between GUIDANCE SOFTWARE, INC. AND ORACLE AMERICA, INC.Embedded Software License Distribution Agreement • May 6th, 2016 • Guidance Software, Inc. • Services-prepackaged software
This document (“Amendment Three]”) amends the Oracle PartnerNetwork Embedded Software License Distribution Agreement (US-OPN-EMBD-12147270-28-NOV-2008) between Guidance Software, Inc. (“you” and “your”) and Oracle America, Inc. (“Oracle”), dated November 28, 2008 and any and all amendments thereto (the “agreement”).
AMENDMENT TWO to the ORACLE PARTNERNETWORK EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT between GUIDANCE SOFTWARE, INC. AND ORACLE AMERICA, INC.Embedded Software License Distribution Agreement • February 21st, 2013 • Guidance Software, Inc. • Services-prepackaged software
This document (“Amendment Two”) amends the Oracle PartnerNetwork Embedded Software License Distribution Agreement (US-OPN-EMBD-12147270-28-Nov-08) between Guidance Software, Inc. (“you” and “your”) and Oracle America, Inc. (“Oracle”), dated November 28, 2008 and any and all amendments thereto (the “agreement”).
GUIDANCE SOFTWARE, INC. SECOND AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN PERFORMANCE-VESTING RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 24th, 2016 • Guidance Software, Inc. • Services-prepackaged software • California
As soon as reasonably practicable, but not later than 60 days, following the completion of the Performance Period (the “Certification Date”), the Administrator shall determine the Core Product Revenue, the Performance Vesting Percentage and the number of shares of Restricted Stock granted hereby that have become Performance Vested Shares as of the completion of the Performance Period. Any shares of Restricted Stock granted hereby which have not become Performance Vested Shares as of the completion of the Performance Period will automatically be cancelled and forfeited without payment of any consideration therefor, and the Holder shall have no further right or interest in or with respect to such shares of Restricted Stock. In the event that the Administrator determines that Core Product Revenue during the Performance Period exceeds the “Target Level” and the Holder remains a Service Provider through the Certification Date, then, effective as of the Certification Date and subject to the
