MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • Delaware
This Management Agreement (this “Agreement”) is entered into as of November 11, 2005 by and between Spyglass Merger Corp., a Delaware corporation (together with its successors (including Serena (as defined below) after the Merger (as defined below) and permitted assigns, the “Company”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (the “Manager”). Unless the context otherwise requires, all capitalized terms used, but not defined herein, shall have the meanings set forth in the Stockholders Agreement referenced in the Contribution and Voting Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Contribution Agreement”) among the Company, Silver Lake Partners II, L.P. and the other parties thereto (as such Stockholders Agreement may be amended, supplemented or otherwise modified from time to time).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) dated March 9, 2006, is made by and between Serena Software, Inc., a Delaware corporation (the “Company”), and Mark E. Woodward (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • New York
PLEDGE AGREEMENTPledge Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • New York
PLEDGE AGREEMENT dated as of March 10, 2006, among SPYGLASS MERGER CORP., a Delaware corporation (the “Borrower”) (to be merged with and into SERENA SOFTWARE, INC., a Delaware corporation (the “Company”)), each of the Subsidiaries of the Company listed on the signature pages hereto (each such entity being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Borrower are referred to collectively as the “Grantors”) and LEHMAN COMMERCIAL PAPER INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
