VOTING AGREEMENTVoting Agreement • March 1st, 2002 • Legato Systems Inc • Services-prepackaged software • Delaware
Exhibit 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 2002 • Legato Systems Inc • Services-prepackaged software • Delaware
EXHIBIT 10.15 SEPARATION AGREEMENT -------------------- This Agreement (the "Agreement"), is entered into by Stephen C. Wise ("Executive"), an individual, and Legato Systems, Inc., a Delaware corporation (the "Company"). In consideration of the mutual...Separation Agreement • March 29th, 2001 • Legato Systems Inc • Services-prepackaged software • California
AMENDMENT TOEmployment Agreement • November 14th, 2002 • Legato Systems Inc • Services-prepackaged software • California
EFFECTIVE DATE: MAY , 2002 --- 1998 STOCK INCENTIVE PLAN LEGATO SYSTEMS, INC. STOCK OPTION ASSUMPTION AGREEMENT Dear [OTG Optionee]: As you know, on [_________] (the "Closing Date") Legato Systems, Inc. ("Legato") acquired OTG Software, Inc. ("OTG")...Assumption Agreement • May 17th, 2002 • Legato Systems Inc • Services-prepackaged software
As you know, on [_________] (the "Closing Date") Legato Systems, Inc. ("Legato") acquired OTG Software, Inc. ("OTG") (the "Acquisition"). In the Acquisition, each share of OTG common stock was exchanged for 0.6876 of a share of Legato common stock plus a cash payment of $2.50 (the "Exchange Ratio"). On the Closing Date you held one or more outstanding options to purchase shares of OTG common stock granted to you under the OTG 1998 Stock Incentive Plan (the "Plan") and documented with a stock option agreement(s) and any amendment(s) thereto (collectively, the "Option Agreement") issued to you under the Plan (the "OTG Options"). In accordance with the Acquisition, on the Closing Date Legato assumed all obligations of OTG under the OTG Options. This Agreement evidences the assumption of the OTG Options, including the necessary adjustments to the OTG Options required by the Acquisition.
BY AND AMONGAgreement and Plan of Reorganization • December 1st, 1999 • Legato Systems Inc • Services-prepackaged software • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") made as of the 13th day of September 2002, by and between Legato Systems, Inc., a Delaware corporation (the "Corporation"), and David B. Wright ("Executive"). WHEREAS, the...Employment Agreement • November 14th, 2002 • Legato Systems Inc • Services-prepackaged software • California
Exhibit 99.2 OTG Software, Inc. Incentive Stock Option Agreement Granted Under 2000 Stock Incentive Plan --------------------------------------- 1. Grant of Option. --------------- This agreement evidences that grant by OTG Software, Inc., a Delaware...Incentive Stock Option Agreement • May 17th, 2002 • Legato Systems Inc • Services-prepackaged software
AMENDMENT NO. 1Agreement and Plan of Reorganization • March 4th, 1999 • Legato Systems Inc • Services-prepackaged software • Delaware
AMENDMENT TOEmployment Agreement • November 14th, 2002 • Legato Systems Inc • Services-prepackaged software • California
Exhibit 10.9 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") made as of the 13th day of September 2002 by and between Legato Systems, Inc., a Delaware corporation (the "Corporation"), and James P. Chappell ("Executive"). WHEREAS, the...Employment Agreement • November 14th, 2002 • Legato Systems Inc • Services-prepackaged software • California
EFFECTIVE DATE: MAY ___, 2002 LEGATO SYSTEMS, INC. STOCK OPTION ASSUMPTION AGREEMENT Dear [OTG Optionee]: As you know, on [ ] (the "Closing Date") Legato Systems, Inc. ("Legato") acquired OTG Software, Inc. ("OTG") (the "Acquisition"). In the...Effective • May 17th, 2002 • Legato Systems Inc • Services-prepackaged software
As you know, on [ ] (the "Closing Date") Legato Systems, Inc. ("Legato") acquired OTG Software, Inc. ("OTG") (the "Acquisition"). In the Acquisition, each share of OTG common stock was exchanged for 0.6876 of a share of Legato common stock plus a cash payment of $2.50 (the "Exchange Ratio"). On the Closing Date you held one or more outstanding options to purchase shares of OTG common stock granted to you under the OTG 2000 Stock Incentive Plan and/or the 1998 Stock Incentive Plan (the "Plans") and documented with a stock option agreement(s) and any amendment(s) or waivers thereto (collectively, the "Option Agreement") issued to you under the Plans (the "OTG Options"). In accordance with the Acquisition, on the Closing Date Legato assumed all obligations of OTG under the OTG Options. This Agreement evidences the assumption of the OTG Options, including the necessary adjustments to the OTG Options required by the Acquisition.
WITNESSETH:Employment Agreement • March 15th, 2002 • Legato Systems Inc • Services-prepackaged software
Exhibit 99.6 Smart Storage, Inc. ------------------- Employee Non-Qualified Stock Option Agreement --------------------------------------------- Smart Storage, Inc., a Massachusetts Corporation (the "Company"), hereby grants this (Date), to (Name)...Legato Systems Inc • May 17th, 2002 • Services-prepackaged software • Massachusetts
AMENDMENT TOEmployment Agreement • November 14th, 2002 • Legato Systems Inc • Services-prepackaged software • California
Sales PlanSales Plan • June 4th, 2003 • Legato Systems Inc • Services-prepackaged software • Delaware
WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.0001 per share (the “Stock”), of Legato Systems, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;
Exhibit 99.4 OPTICAL TECHNOLOGY GROUP, INC. Incentive Stock Option Agreement Granted Under 1998 Stock Incentive Plan --------------------------------------- 1. Grant of Option. --------------- This agreement evidences the grant by Optical Technology...Incentive Stock Option Agreement • May 17th, 2002 • Legato Systems Inc • Services-prepackaged software
AMENDMENT TO EMPLOYMENT AGREEMENT DATED AS OF SEPTEMBER 13, 2002Employment Agreement • May 14th, 2003 • Legato Systems Inc • Services-prepackaged software • California
THIS AMENDMENT (“Amendment”) to the Employment Agreement by and between Legato Systems, Inc., a Delaware corporation (the “Corporation”), and Cory Joseph Sindelar (the “Executive”), is made as of this 16th day of September, 2002.
AGREEMENT AND PLAN OF MERGER BY AND AMONG EMC CORPORATION, ECLIPSE MERGER CORPORATION and LEGATO SYSTEMS, INC. Dated as of July 7, 2003Agreement and Plan of Merger • July 8th, 2003 • Legato Systems Inc • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2003 (this “Agreement”), by and among EMC Corporation, a Massachusetts corporation (“Parent”), Eclipse Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Legato Systems, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2003 • Legato Systems Inc • Services-prepackaged software • California
EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 13th day of September 2002 by and between Legato Systems, Inc., a Delaware corporation (the “Corporation”), and Cory Joseph Sindelar (“Executive”).
AMENDMENT NO. 1 TO LEASE AGREEMENTLease Agreement • February 28th, 2003 • Legato Systems Inc • Services-prepackaged software • Maryland
THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (the “Amendment”) is made as of the 2nd day of April, 2001 by and between BOSTON PROPERTIES LIMITED PARTNERSHIP (“Landlord”) and OTG SOFTWARE, INC. (“Tenant”).
LOAN AND SECURITY AGREEMENT by and between Legato Systems, Inc., as Borrower and Silicon Valley Bank, as Lender December 31, 2002Loan and Security Agreement • February 28th, 2003 • Legato Systems Inc • Services-prepackaged software
THIS LOAN AND SECURITY AGREEMENT, dated as of December 31, 2002, is by and between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California, 95054, and LEGATO SYSTEMS, INC. (“Borrower”), whose address is 2350 West El Camino Real, Mountain View, California, 94040, and provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties hereto agree as follows:
Sales Plan Modification No. 1Legato Systems Inc • November 15th, 2002 • Services-prepackaged software
This Modification No. 1 (this “Modification”) to the Sales Plan, dated as of May 31, 2002 (the “Sales Plan”) is made as of November 12, 2002, between Richard A. Kay (“Seller”) and Goldman, Sachs & Co. (“Broker”).
Exhibit 8.2 [Robins, Kaplan, Miller & Ciresi, L.L.P. letterhead] December 21, 1999 ONTRACK Data International, Inc. 9023 Columbine Road Eden Prairie, MN 55347 Re: Agreement and Plan of Reorganization, dated as of November 18, 1999 (the "Agreement"),...Legato Systems Inc • December 21st, 1999 • Services-prepackaged software
RETENTION BONUS LETTER AGREEMENT ADDENDUMRetention Bonus Letter Agreement • May 14th, 2003 • Legato Systems Inc • Services-prepackaged software
Subparagraph (iii) of Paragraph A of Part Two of your January 20, 2003 retention bonus letter agreement with the Company contains an incorrect formula for determining your bonus allocation in the event the change in control proceeds payable in connection with an acquisition of Legato Systems, Inc. are more than $ 1 Billion but less than $1.25 Billion. The correct formula is set forth below and replaces and supersedes the formula contained in your retention bonus letter agreement.
AMENDMENT TO RIGHTS AGREEMENT BETWEEN LEGATO SYSTEMS, INC. AND HARRIS TRUST AND SAVINGS BANKRights Agreement • July 8th, 2003 • Legato Systems Inc • Services-prepackaged software • Delaware
This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of July 7, 2003, between Legato Systems, Inc., a Delaware corporation (the “Company”) and Harris Trust and Savings Bank (the “Rights Agent”).
LOGO] Consulting AgreementConsulting Agreement • July 30th, 2003 • Legato Systems Inc • Services-prepackaged software
This Agreement is made as of July 1, 2003, between Legato Systems, Inc., a Delaware corporation having a principal place of business at 2350 West El Camino Real, Mountain View California 94040 (“Legato”), and James P. Chappell, an individual having a residence at 16070 Shannon Road, Los Gatos, CA 95032 (“Consultant”). Consultant, along with his agents, is referred to herein as “Consultant”.
MUTUAL TERMINATION AGREEMENT This Mutual Termination Agreement is entered into this 23rd day of January, 2000 by and among Legato Systems, Inc. ("Legato"), Lasso Acquisition Corp. ("Lasso") and ONTRACK Data International, Inc. ("Ontrack"). WHEREAS,...Mutual Termination Agreement • January 28th, 2000 • Legato Systems Inc • Services-prepackaged software
This Mutual Termination Agreement is entered into this 23rd day of January, 2000 by and among Legato Systems, Inc. ("Legato"), Lasso Acquisition Corp. ("Lasso") and ONTRACK Data International, Inc. ("Ontrack").
SEPARATION AGREEMENTSeparation Agreement • July 30th, 2003 • Legato Systems Inc • Services-prepackaged software • California
SEPARATION AGREEMENT (the “Agreement”) made as of the 21st day of May 2003 by and between Legato Systems, Inc., a Delaware corporation (the “Corporation”), and James Chappell (“Executive”).
EXHIBIT 10.14 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- The OTG Software, Inc. Employment Agreement dated December 20, 2001 between OTG Software, Inc. and Ronald W. Kaiser (the "Agreement") is hereby amended,...Employment Agreement • March 15th, 2002 • Legato Systems Inc • Services-prepackaged software
PREMISES -------- Lease between Sobrato Interests III and Legato Systems, Inc.Legato Systems Inc • March 14th, 2002 • Services-prepackaged software • California
AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • July 30th, 2003 • Legato Systems Inc • Services-prepackaged software • California
THIS AMENDMENT (“Amendment”) to the Separation Agreement by and between Legato Systems, Inc., a Delaware corporation (the “Corporation”), and James P. Chappell (the “Executive”), is made as of the 27th day of June, 2003.
