Cybersource Corp Sample Contracts

Cybersource Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG VISA INC. MARKET ST. CORP. AND CYBERSOURCE CORPORATION Dated as of April 20, 2010 (April 22nd, 2010)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 20, 2010, by and among VISA INC., a Delaware corporation (“Parent”), MARKET ST. CORP., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and CYBERSOURCE CORPORATION, a Delaware corporation (the “Company”).

Cybersource Corp – Visa Inc. to Acquire CyberSource Corporation (April 22nd, 2010)

On April 21, 2010, Visa Inc. (NYSE: V) and CyberSource Corporation (Nasdaq: CYBS) announced a definitive agreement whereby Visa will purchase CyberSource at a price of $26.00 per share, or a total of approximately $2.0 billion to be paid with cash on hand.

Cybersource Corp – To: CyberSource Employees From: Bill and Mike Date: April 21, 2010 Dear Employees, Today we announced that we entered into a definitive agreement to be acquired by Visa. We have a worldwide all hands meeting this morning at 10 a.m. Pacific Time (18:00 BST) to discuss the transaction and to answer your questions. Joe Saunders, the CEO of Visa, will be at the meeting to greet the company and address the audience. (April 22nd, 2010)

This is an incredible opportunity to join the leading company in the payment space, which is also one of the fastest growing and most successful companies in the world. We’ve had a long working relationship with Visa. Visa was an early investor in CyberSource before our IPO and has collaborated on fraud models built-in to CyberSource’s automated fraud management solutions since 1999. With similar cultures that value integrity and innovative thinking, our two companies are a natural fit. Visa’s focus on payment innovation and their suite of payment products align well with our vision, and this combination will position us for our next phase of growth.

Cybersource Corp – NEWS RELEASE Visa Inc. to Acquire CyberSource to Accelerate eCommerce Growth (April 21st, 2010)

Strengthens Visa’s Leadership in Global eCommerce by Expanding Online Payment, Fraud and Security Management Capabilities

Cybersource Corp – CyberSource Corporation: 2010 Senior Management Bonus Plan (March 9th, 2010)

This CyberSource Corporation 2010 Senior Management Bonus Plan ("Bonus Plan") is established to provide additional incentive compensation for all eligible executives and employee directors (each a "Participant" and collectively the "Participants") to promote the financial success of CyberSource Corporation (the "Company"). For the purposes of this Bonus Plan, "Company" shall also include all wholly-owned subsidiaries of CyberSource Corporation as of the date this Bonus Plan is approved by the Board of Directors.

Cybersource Corp – Executive Retention Agreement (February 26th, 2010)

This Executive Retention Agreement (this “Agreement”) is made as of the 4th day of January, 2010 (the “Effective Date”) by and between CyberSource Corporation a Delaware corporation (the “Company”), and Michael A. Walsh (the “Executive”).

Cybersource Corp – Executive Retention Agreement (December 16th, 2009)

This Executive Retention Agreement (this "Agreement") is made as of the _____ day of ______, 20__ (the "Effective Date") by and between CyberSource Corporation a Delaware corporation (the "Company"), and (the "Executive").

Cybersource Corp – Executive EMPLOYMENT AGREEMENT (December 16th, 2009)

This Executive Employment Agreement (this "Agreement"), dated as of December ___, 2009 is made by and between CyberSource Corporation, a Delaware corporation, (the "Company") and Michael A. Walsh (the "Executive").

Cybersource Corp – Executive Retention Agreement (December 16th, 2009)

This Executive Retention Agreement (this "Agreement") is made as of the _____ day of ______, 20__ (the "Effective Date") by and between CyberSource Corporation a Delaware corporation (the "Company"), and (the "Executive").

Cybersource Corp – FY09 Commission & Bonus Plan (May 8th, 2009)

The primary purpose of this “FY09 Commission & Bonus Plan” document (the “Plan”) is to outline the bases for the variable components of your overall annual cash compensation, including the manner and rate at which such components are calculated. This is in addition to your fixed base salary.

Cybersource Corp – CyberSource Corporation 2009 Executive Bonus Plan (May 8th, 2009)

This CyberSource Corporation 2009 Executive Bonus Plan (“Executive Bonus Plan”) is established to provide additional incentive compensation for all eligible executives to promote the financial success of CyberSource Corporation (the “Company”).

Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CYBERSOURCE CORPORATION (March 6th, 2009)
Cybersource Corp – CYBERSOURCE CORPORATION 1999 STOCK OPTION PLAN (amended and restated April, 2000) (amended July, 2000) (amended February, 2001) (amended and restated February, 2003) (amended and restated March, 2004) (amended and restated March, 2006) (amended and restated March, 2008) (May 6th, 2008)
Cybersource Corp – INDEX TO UNAUDITED FINANCIAL STATEMENTS AUTHORIZE.NET HOLDINGS, INC. (January 17th, 2008)
Cybersource Corp – Unaudited Pro Forma Condensed Combined Financial Statements (January 17th, 2008)

On June 17, 2007, CyberSource Corporation (“CyberSource” or the “Company”) and Authorize.Net Holdings, Inc. (“Authorize.Net”) entered into a definitive merger agreement pursuant to which CyberSource agreed to acquire all of the outstanding Authorize.Net common stock for a combination of cash and shares of CyberSource common stock (the “Acquisition”). The Acquisition was closed on November 1, 2007. The aggregate consideration paid by CyberSource for all outstanding Authorize.Net common shares consisted of approximately $125 million of cash and 32.8 million shares of CyberSource common stock. The total purchase price, including transaction costs of approximately $5 million, was $542 million.

Cybersource Corp – LEASE by and between PRACVEST, LC, a Utah limited liability company, as Landlord and CYBERSOURCE CORPORATION, a Delaware corporation, as Tenant for space Suite #100 Building #6, UVBP (December 26th, 2007)
Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CYBERSOURCE CORPORATION (October 31st, 2007)
Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CYBERSOURCE CORPORATION (October 31st, 2007)
Cybersource Corp – AMENDMENT TO THE CYBERSOURCE CORPORATION AMENDED AND RESTATED 1999 STOCK OPTION PLAN (October 29th, 2007)

This Amendment (this “Amendment”) to the CyberSource Corporation Amended and Restated 1999 Stock Option Plan (the “Plan”) is dated as of October 29, 2007.

Cybersource Corp – Executive Employment Agreement (June 22nd, 2007)

This Executive Employment Agreement (this “Agreement”) is made as of this 17th day of June 2007, by and between CyberSource Corporation, a Delaware corporation (“Employer” or the “Parent”), and Roy Banks of 6174 Thornton Circle, Highland, Utah 84003 (the “Executive”) (collectively, the “parties”).

Cybersource Corp – Non-Competition and Non-Solicitation Agreement (June 22nd, 2007)

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made as of this 17th day of June 2007, by and between CyberSource Corporation, a Delaware corporation (the “Parent”), and Roy Banks of 6174 Thornton Circle, Highland, Utah 84003 (the “Executive”) (collectively, the “parties”).

Cybersource Corp – STOCK AND OPTION RESTRICTION AGREEMENT (June 22nd, 2007)

THIS STOCK AND OPTION RESTRICTION AGREEMENT (this “Agreement”) is made as of June     , 2007, by and among CyberSource Corporation, a Delaware corporation (“CyberSource”) and each of the Stockholders (as defined below).

Cybersource Corp – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CYBERSOURCE CORPORATION, CONGRESS ACQUISITION-SUB, INC., CONGRESS ACQUISITION SUB 1, LLC AND AUTHORIZE.NET HOLDINGS, INC. June 17, 2007 (June 19th, 2007)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of June 17, 2007 (the “Execution Date”) by and among CYBERSOURCE CORPORATION, a Delaware corporation (“Parent”), CONGRESS ACQUISITION-SUB, INC., a Delaware Corporation (“Merger Sub Corp.”), CONGRESS ACQUISITION SUB 1, LLC, a Delaware limited liability company (“Merger Sub LLC”), and AUTHORIZE.NET HOLDINGS, INC., a Delaware corporation (“Company”).

Cybersource Corp – Contacts: CyberSource Corporation Bruce Frymire Director, Corporate Communications & Investor Relations (June 18th, 2007)
Cybersource Corp – CYBERSOURCE CORPORATION 1999 STOCK OPTION PLAN (amended and restated April, 2000) (amended July, 2000) (amended February, 2001) (amended and restated February, 2003) (amended and restated March, 2004) (amended and restated March, 2006) (August 9th, 2006)
Cybersource Corp – CyberSource Corporation 1999 EMPLOYEE STOCK PURCHASE PLAN (amended December 21, 1999) (amended and restated February 26, 2003) (amended and restated March 22, 2004) (amended and restated July 19, 2005) (August 9th, 2006)
Cybersource Corp – CyberSource Announces Second Quarter 2006 Financial Results (July 26th, 2006)

MOUNTAIN VIEW, Calif. – July 26, 2006 – CyberSource Corporation (NASDAQ: CYBS), a leading provider of electronic payment and risk management solutions, today announced financial results for its second quarter ended June 30, 2006.

Cybersource Corp – EXECUTIVE EMPLOYMENT AGREEMENT (May 9th, 2006)

This Executive Employment Agreement (the “Agreement”), dated March 31, 2006, is between CYBERSOURCE CORPORATION (the “Company”) and SCOTT CRUICKSHANK (“Executive”).

Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CYBERSOURCE CORPORATION (April 19th, 2006)
Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CYBERSOURCE CORPORATION (April 5th, 2006)
Cybersource Corp – Contact: Bruce Frymire Director, Corporate Communications & Investor Relations (April 5th, 2006)
Cybersource Corp – CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CYBERSOURCE CORPORATION (August 18th, 2005)
Cybersource Corp – CYBERSOURCE CORPORATION ORAL EMPLOYMENT AGREEMENTS WITH DIRECTORS AND NAMED EXECUTIVE OFFICERS (March 10th, 2005)

In addition, such officers are eligible to receive for each quarter in 2005 a cash bonus equal to 3% to 5% of such officer’s annual base salary if the Company exceeds certain corporate profit milestones for that quarter.

Cybersource Corp – SECOND AMENDMENT TO LEASE AGREEMENT (March 10th, 2005)

This Second Amendment to Lease Agreement (“Amendment”) is made and entered into this 30th day of December 2004 (the “Effective Date”) and is by and between SL Investments V, a Delaware limited liability company (“Landlord”) and CyberSource Corporation, a Delaware corporation (“Tenant”).

Cybersource Corp – Press contact: Bruce Frymire Investor relations: Steve Pellizzer (October 15th, 2003)

MOUNTAIN VIEW, Calif. – October 15, 2003 – CyberSource Corporation (NASDAQ: CYBS), a leading provider of electronic payment and risk management solutions, today reported financial results for its third quarter ended September 30, 2003. Total revenue was $6.9 million, $0.2 million higher than guidance. Transaction and support services revenue was $5.3 million for the quarter, consistent with the Company’s earlier guidance. Enterprise software revenue was $1.1 million, slightly higher than the Company’s guidance of $1.0 million, while professional services revenue was $0.5 million, also slightly higher than the Company’s guidance of $0.4 million. The Company processed a record 72.2 million transactions during the quarter, exceeding the 52.2 million processed in the same quarter of the prior year by 38%. Gross margin was also a record 67%, exceeding guidance of 64%. Gross margin for the same period of the prior year was 59%.