Common use of Interests of Directors and Officers; Transactions and Arrangements Concerning the Options Clause in Contracts

Interests of Directors and Officers; Transactions and Arrangements Concerning the Options. A list of our directors and executive officers is attached to this Offer to Exchange as Schedule A. Please see our definitive proxy statement for our 2001 annual meeting of stockholders, filed with the SEC on August 20, 2001, for information concerning the amount of our securities beneficially owned by our executive officers and directors as of July 31, 2001. As of October 17, 2001, our executive officers and directors (nine (9) persons) as a group beneficially own options outstanding under our 1995 Plan to purchase a total of 1,978,600 of our shares of common stock, which represent approximately 42% of the shares subject to all options outstanding under the 1995 Plan as of that date. Directors and executive officers, as a group, beneficially own options outstanding under our 2000 Plan to purchase 499,273 shares of our common stock, which represents approximately 4.4% of the shares subject to all options outstanding under the 2000 Plan as of that date. Directors and executive officers, as a group, beneficially owned options outstanding under all of our stock plans to purchase a total of 2,478,323 of our shares, which represented approximately 16% of the shares subject to all options outstanding under the Option Plans as of that date. These options to purchase our shares owned by officers are eligible to be tendered in the offer, although options owned by directors are not eligible to be tendered in this offer. The following table sets forth information, as of October 17, 2001, with respect to the ownership of options to purchase our common stock by each director, each of our executive officers and all of the directors and executive officers as a group. The percentages in the table below are based on a total 16,007,534 outstanding stock options as of October 8, 2001. Percentage of Total Name Options Owned Options Outstanding ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ......................... 7.2% 1,148,100 D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ...................... 2.9% 470,000 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ....................... 1.5% 235,500 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ....................... * 69,723 ▇▇▇▇▇▇ ▇▇▇▇ ............................. 1.2% 185,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ .......................... 1.8% 295,000 ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ ..................... * 25,000 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇....................... * 50,000 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ..................... * 0 All 9 directors and executive directors as a group .............................. 15.5% 2,478,232 * Represents ownership of less than 1% of options outstanding. Our executive officers are eligible to participate in this offer. Our directors are not eligible to participate in this offer. The following is a transactions list of the stock and stock option involving our executive officers and directors during the 60 days prior to and including October 18, 2001: . On August 31, 2001, Mr. D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ purchased 2,000 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. On September 28, 2001, ▇▇. ▇▇▇▇▇▇▇ exercised options to purchase 30,000 shares of our common stock and sold such shares to the public at a price of $8.9517 per share and sold 2,380 shares of common stock at a price of $9.04 per share. . On August 31, 2001, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ purchased 970 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. . On August 31, 2001, ▇▇. ▇▇▇▇▇▇▇ ▇. Jamaca purchased 309 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. . On August 31, 2001, ▇▇. ▇▇▇▇▇▇▇ ▇. Schott purchased 1,267 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. Except as otherwise described above, there have been no transactions in options to purchase our shares or in our shares which were effected during the 60 days prior to October 18, 2001 by Agile or, to our knowledge, by any executive officer, director or affiliate of Agile.

Interests of Directors and Officers; Transactions and Arrangements Concerning the Options. A list of our current directors and executive officers is attached to this Offer to Exchange offer of purchase as Schedule A. Please see our definitive proxy statement for our 2001 annual meeting of stockholders, filed with the SEC on August 20, 2001, for information concerning the amount of our securities beneficially owned by our executive officers and directors as of July 31, 2001. As of October 17March 30, 2001, our directors and ---------- executive officers and directors as a group (nine (9) ten persons) beneficially own options to purchase an aggregate of 1,675,000 shares of our common stock, representing approximately 13.0% of the total number of option shares purchasable under options issued and outstanding as of such date. Our directors and executive officers as a group beneficially own options outstanding under our 1995 Plan to purchase a total an aggregate of 1,978,600 of our shares of common stock, which represent approximately 42% of the shares subject to all options outstanding under the 1995 Plan as of that date. Directors and executive officers, as a group, beneficially own options outstanding under our 2000 Plan to purchase 499,273 1,390,000 shares of our common stockstock for an exercise price of $1.00 or more, which represents representing approximately 4.437.9% of the total number of option shares subject to all purchasable under options outstanding under the 2000 Plan as of that date. Directors and executive officers, as a group, beneficially owned options outstanding under all of our stock plans to purchase a total of 2,478,323 of our shares, which represented approximately 16% of the shares subject to all options outstanding under the Option Plans as of that date. These options to purchase our shares owned by officers are eligible to may be tendered in the offer, although options owned by directors are not eligible pursuant to be tendered in this offer. The number of option shares that may be tendered by our directors and executive officer, and the percentage of the total number of option shares purchasable under options that may be tendered pursuant to this offer represented thereby, is included on Schedule A. ---------- The following table sets forth informationforth, as of October 17March 1, 2001, with respect to the beneficial ownership of options to purchase our common stock by each current director, each of our executive officers and all of officer, the directors and executive officers as a group, and each stockholder known to us to own beneficially more than 5% of the our common stock. The percentages in Except as noted below, each named person has sole voting power and dispositive power with respect to the table below are based on a total 16,007,534 outstanding stock options as shares shown. Number of October 8, 2001. Percentage Shares Percent of Total ---------------- ---------- Name Options Owned Options Outstanding ▇and Address of Beneficial Owner (1) of Common Stock Class --------------------------------------- ---------------- ---------- ▇▇▇▇ ▇. ▇▇▇▇▇▇ ......................... 7.2(2) 17,514,095 28.9% 1,148,100 D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ...................... 2.9% 470,000 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ....................... 1.5% 235,500 ▇▇(3) 348,301 * ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ....................... (4) 210,000 * 69,723 ▇▇▇▇▇▇ ▇. ▇▇▇▇ ............................. 1.2% 185,000 (5) 120,000 * ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (6) 155,000 * ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ .......................... (7) 1,077,203 1.8% 295,000 ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ ..................... * 25,000 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇....................... ▇▇ (8) 1,027,284 1.7% ▇▇▇▇ ▇. ▇▇▇▇▇▇ (9) 4,529,199 7.5% ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ - * 50,000 ▇▇▇▇ ▇. ▇▇▇▇ (10) 1,406,585 2.2% ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (11) 4,403,868 7.3% Watershed Capital I, L.P. 4,873,023 8.0% All Executive Officers and Directors as a Group (10 persons) 26,435,167 43.6% ____________________________ * Less than 1%. (1) The address of Watershed Capital I, L.P. is ▇▇▇▇ ..................... * 0 All 9 directors and executive directors as a group .............................. 15.5% 2,478,232 * Represents ownership of less than 1% of options outstanding. Our executive officers are eligible to participate in this offer. Our directors are not eligible to participate in this offer▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. The following address of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is a transactions list of the stock and stock option involving our executive officers and directors during the 60 days prior to and including October 18, 2001: . On August 31, 2001, Mr. D. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ purchased 2,000 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. On September 28, 2001, ▇▇. ▇▇▇▇▇▇▇ exercised options to purchase 30,000 shares of our common stock and sold such shares to the public at a price of $8.9517 per share and sold 2,380 shares of common stock at a price of $9.04 per share. . On August 31, 2001, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ purchased 970 shares ▇▇. The address of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. . On August 31each other beneficial owner is c/o Netpliance, 2001Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Jamaca purchased 309 (2) ▇▇. ▇▇▇▇▇▇ beneficially owns 17,514,095 shares of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per shareCommon Stock. . On August 31, 2001, ▇▇. ▇▇▇▇▇▇'▇ 17,514,095 shares include: (i) 17,198,375 shares held by ▇▇. Schott purchased 1,267 ▇▇▇▇▇▇ individually; and (ii) an aggregate of 315,720 shares held in trust for the benefit of family members of ▇▇. ▇▇▇▇▇▇. More detailed Information relating to ▇▇. ▇▇▇▇▇▇'▇ beneficial ownership of our common stock through our Employee Stock Purchase Plan at a price of $8.50 per share. Except as otherwise described abovesecurities may be found in his Schedule 13D filed with the Securities Exchange Commission (the "SEC") on December 22, there have been no transactions in options to purchase our shares or in our shares which were effected during the 60 days prior to October 18, 2001 by Agile or, to our knowledge, by any executive officer, director or affiliate of Agile2000 and subsequent amendments thereto.