March 6, 2000 Mr. Pierre A. Narath Chairman, President and Chief Executive Officer Touchstone Software Corporation 1538 Turnpike Street North Andover, Massachusetts 01845 Dear Pierre: This letter sets forth certain understandings and agreements among...Phoenix Technologies LTD • May 15th, 2000 • Services-prepackaged software
RECITALSSeverance Agreement • December 5th, 2001 • Phoenix Technologies LTD • Services-prepackaged software • California
ARTICLE I TERMLease Agreement • December 28th, 1995 • Phoenix Technologies LTD • Services-prepackaged software • Massachusetts
EXHIBIT 10.62 CONTRIBUTION AGREEMENT dated as of November 30, 1999Contribution Agreement • May 15th, 2000 • Phoenix Technologies LTD • Services-prepackaged software • California
PHOENIX TECHNOLOGIES LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ • ], 200___ Subordinated Debt SecuritiesIndenture • June 10th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • New York
Indenture, dated as of [•], 200___, among Phoenix Technologies Ltd., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
BORROWER: BANK:Loan Modification Agreement • May 13th, 1998 • Phoenix Technologies LTD • Services-prepackaged software
EXHIBIT 4.1 ASSET ACQUISITION AGREEMENT DATED AS OF DECEMBER 21, 2001Asset Acquisition Agreement • February 5th, 2002 • Phoenix Technologies LTD • Services-prepackaged software
andPreferred Shares Rights Agreement • October 28th, 1999 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 12th, 1997 • Phoenix Technologies LTD • Services-prepackaged software
EXHIBIT 10.24 This agreement ("Agreement") is made by and between Phoenix Technologies Ltd., a Delaware corporation with a principal place of business at 2770 De La Cruz Boulevard, Santa Clara, CA 95050 at ("Phoenix"), and Intel Corporation, a...Agreement • November 29th, 1996 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
EXHIBIT 10.24 This agreement ("Agreement") is made by and between Phoenix Technologies Ltd., a Delaware corporation with a principal place of business at 2770 De La Cruz Boulevard, Santa Clara, CA 95050 at ("Phoenix"), and Intel Corporation, a...Agreement • February 14th, 1996 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
PHOENIX TECHNOLOGIES LTD. 1996 EQUITY INCENTIVE PLANStock Option Agreement • January 27th, 1997 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
PHOENIX TECHNOLOGIES LTD. LOAN AGREEMENT TABLE OF CONTENTSLoan Agreement • December 30th, 1996 • Phoenix Technologies LTD • Services-prepackaged software • California
PHOENIX TECHNOLOGIES LTD. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • May 7th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between Robert Andersen (“Executive”) and Phoenix Technologies Ltd. (the “Company”), effective as of September 2, 2008 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among Pharaoh Acquisition Corp., Pharaoh Merger Sub Corp. and Phoenix Technologies Ltd. dated as of August 17, 2010Agreement and Plan of Merger • August 18th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 17, 2010 by and among Pharaoh Acquisition Corp., a Delaware corporation (“Parent”), Pharaoh Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Phoenix Technologies Ltd., a Delaware corporation (the “Company”). Marlin Equity II, L.P., a Delaware limited partnership (“Marlin II”), and Marlin Equity III, L.P., a Delaware limited partnership (“Marlin III”), are also executing this agreement solely for the purpose of agreeing to Section 10.14 hereof and shall be considered to be parties to this Agreement solely for the purpose of such section.
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PHOENIX TECHNOLOGIES LTD. PORTLAND ACQUISITION CORPORATION AND AWARD SOFTWARE INTERNATIONAL, INC. DATED AS OF APRIL 15, 1998Merger Agreement • September 29th, 1998 • Phoenix Technologies LTD • Services-prepackaged software • California
SEVERANCE AGREEMENTSeverance Agreement • December 29th, 2005 • Phoenix Technologies LTD • Services-prepackaged software • California
This Severance Agreement (the “Agreement”) is made and entered into effective as of November 22, 2004 by and between Ramesh Kesanupalli (the “Executive”) and Phoenix Technologies Ltd., a Delaware corporation (the “Company”).
PHOENIX TECHNOLOGIES LTD. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • November 19th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • California
This Severance and Change of Control Agreement (the “Agreement”) was originally entered into by and between Gaurav Banga (“Executive”) and Phoenix Technologies Ltd. (the “Company”), effective as of October 9, 2006. Effective as of November 16, 2009 (the “Effective Date”), this Agreement is further amended and restated as set forth below.
EXHIBIT 10.61 AMENDED AND RESTATED INITIAL PUBLIC OFFERING AGREEMENT dated as of March 15, 2000Initial Public Offering Agreement • May 15th, 2000 • Phoenix Technologies LTD • Services-prepackaged software • California
PHOENIX TECHNOLOGIES LTD. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • June 10th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • New York
Common Stock Warrant Agreement (this “Agreement”), dated as of between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
PHOENIX TECHNOLOGIES LTD. INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of February 25, 2010, is made between Phoenix Technologies Ltd. a Delaware corporation (the “Company”), and Thomas Lacey, an officer and director of the Company (the “Indemnitee”).
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • December 18th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • California
This Severance and Change of Control Agreement (the “Agreement”) was originally entered into by and between Timothy Chu (“Executive”) and Phoenix Technologies Ltd. (the “Company”), effective as of April 27, 2007. Effective as of December 11, 2009 (the “Effective Date”), the Agreement is amended and restated as set forth below.
5,800,000 Shares PHOENIX TECHNOLOGIES LTD. Common Stock, par value $0.001 per share PLACEMENT AGENCY AGREEMENTAgency Agreement • June 29th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • New York
Phoenix Technologies Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of 5,800,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company. The aggregate of 5,800,000 shares so proposed to be sold is hereinafter referred to as the “Shares.” The Company hereby confirms its agreement with Needham & Company, LLC to act as Placement Agent (“Needham”, or the “Placement Agent”) in accordance with the terms and conditions hereof.
AMENDMENT TO THE TECHNOLOGY LICENSE AND SERVICES AGREEMENTTechnology License and Services Agreement • February 11th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • California
By their signatures below, Phoenix Technologies Ltd. (“Phoenix”) and Wistron Corporation (“Licensee”) agree to amend the Technology License and Services Agreement dated as of September 30, 2004 (Phoenix Agreement No. 50170100) (as amended from time to time, the “Agreement”), by supplementing “Attachment — Licenses and Services” of the Agreement with this Amendment. Phoenix and Licensee agree that (i) except as expressly set forth herein, each and every provision of the Agreement shall remain in full force and effect; and (ii) the programs and services listed in this Amendment shall be governed by the terms and conditions of the Agreement. This Amendment shall be effective as of October 1, 2008 (the “Amendment Effective Date”). Unless otherwise defined herein, capitalized terms used without definition have the respective meanings ascribed to those terms in the Agreement.
VOTING AGREEMENTVoting Agreement • August 18th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of August 17, 2010, by and among Pharaoh Acquisition Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Phoenix Technologies Ltd., a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • November 25th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Settlement Agreement (this “Agreement”) is made and entered into as of November 25, 2009, by and among Phoenix Technologies Ltd. (the “Company” or “Phoenix Technologies”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
PHOENIX TECHNOLOGIES LTD. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated effective as of October 21, 2009Preferred Share Rights Agreement • October 21st, 2009 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Amended and Restated Preferred Share Rights Agreement, dated effective as of October 21, 2009 by and between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”), amends and restates in its entirety the Amended and Restated Preferred Share Rights Agreement dated as of October 5, 2007, between the Company and the Rights Agent (the “2007 Amended Rights Agreement”). The 2007 Amended Rights Agreement amended and restated the Preferred Share Rights Agreement dated as of October 22, 1999, by and between the Company and BankBoston, N.A., a national banking association (the predecessor rights agent to the Rights Agent).
TECHNOLOGY LICENSE AND SERVICES AGREEMENTTechnology License and Services Agreement • June 1st, 2009 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Technology License and Services Agreement (“Agreement”) is entered into as of April 26, 2007 (the “Agreement Effective Date”) by and between Phoenix Technologies Ltd., having an office at 915 Murphy Ranch Road, Milpitas, California 95035 U.S.A. (“Phoenix”), and Lenovo (Singapore) Pte. Ltd., having an office at 151, Lorong Chuan, #02-01, New Tech Park, Singapore 556741 (“Licensee”). In consideration of the benefits and obligations exchanged in this Agreement, the parties agree as follows:
EXHIBIT 10.25 PHOENIX TECHNOLOGIES LTD. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock And Warrant Purchase Agreement (this "AGREEMENT") is made and entered into as of December 18, 1995 by and between Phoenix Technologies Ltd., a...Common Stock and Warrant Purchase Agreement • February 14th, 1996 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
AGREEMENT OF MERGER OF PORTLAND ACQUISITION CORPORATION AND AWARD SOFTWARE INTERNATIONAL, INC.Agreement of Merger • September 29th, 1998 • Phoenix Technologies LTD • Services-prepackaged software
STOCK OPTION AGREEMENT FOR THOMAS LACEYStock Option Agreement • May 7th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • California
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • January 18th, 2002 • Phoenix Technologies LTD • Services-prepackaged software • California
This ASSET ACQUISITION AGREEMENT (this "Agreement") is made and entered into as of December 21, 2001 (the "Effective Date"), by and among Phoenix Technologies Ltd., a Delaware corporation ("Purchaser"), StorageSoft, Inc., a Colorado corporation ("StorageSoft"), StorageSoft Solutions, Inc., a Wisconsin corporation ("W Subsidiary"), StorageSoft BV, a Netherlands corporation ("Netherlands Subsidiary"), Steve Anderson, Doug Anderson and Ramin Razavi. StorageSoft, W Subsidiary and Netherlands Subsidiary are together referred to herein as "Seller."
PHOENIX TECHNOLOGIES LTD.Stock Plan • January 31st, 2008 • Phoenix Technologies LTD • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
Asset Purchase Agreement by and between Absolute Software Corporation, Purchaser and Phoenix Technologies Ltd., Seller Dated as of April 7, 2010Asset Purchase Agreement • August 9th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 7th day of April, 2010, by and between Absolute Software Corporation, a British Columbia corporation (“Purchaser”), and Phoenix Technologies Ltd., a Delaware corporation (“Seller”). Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.
SEVERANCE AGREEMENTSeverance Agreement • November 25th, 2002 • Phoenix Technologies LTD • Services-prepackaged software • California
This Severance Agreement (the “Agreement”) is made and entered into effective as of April 30, 2001, by and between David L. Gibbs (the “Executive”) and Phoenix Technologies Ltd., a Delaware corporation (the “Company”).
