AGREEMENT AND PLAN OF MERGER dated as of October 23, 2006 among METASOLV, INC. ORACLE SYSTEMS CORPORATION and MARINE ACQUISITION CORPORATIONAgreement and Plan of Merger • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 23, 2006 among MetaSolv, Inc., a Delaware corporation (the “Company”), Oracle Systems Corporation, a Delaware corporation (“Parent”), and Marine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Michael J. Cullen (the “Executive”), effective as of October 22, 2006.
Re: Post Closing Employee Payment and Retention AgreementMetasolv Inc • October 24th, 2006 • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 7, 8(A), (B) and (C) of that certain Employment Agreement dated as of February 13, 2006 by and between you and the Company (as amended, the “Employment Agreement”). After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement.
Re: Post Closing Employee Payment and Retention AgreementMerger Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 5, and 7(C) and (D) of that certain Employment Agreement dated as of December __, 2004, by and between you and the Company (the “Employment Agreement”) and otherwise amends the Employment Agreement as set forth herein. After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement. Acquirer here
Re: Post Closing Employee Payment and Retention AgreementMerger Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 5 and 7(C), (D) and (E) of that certain Employment Agreement dated as of May 9, 2005, by and between you and the Company (as amended December 1, 2005 and October 22, 2006, the “Employment Agreement”) and otherwise amends the Employment Agreement as set forth herein. After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to
Re: Post Closing Employee Payment and Retention AgreementMetasolv Inc • October 24th, 2006 • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 7, 8(A), (B) and (C) of that certain Employment Agreement dated as of September 22, 2005 by and between you and the Company (as amended, the “Employment Agreement”). After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Jonathan K. Hustis (the “Executive”), effective as of October 22, 2006.
