Standard Contracts
EXHIBIT 10.11 VICINITY CORPORATION AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS In connection with the grant to Scott Young ("Optionee") of an Incentive Stock Option to purchase 240,000 shares of Common Stock (the "Shares") of Vicinity Corporation,...Incentive Stock Option Agreement • November 3rd, 1999 • Vicinity Corp
Agreement ---------Indemnification Agreement • February 7th, 2000 • Vicinity Corp • Services-business services, nec • Delaware
ARTICLE 1. RIGHT OF FIRST REFUSAL ON COMPANY ISSUANCESShareholder Agreement • November 3rd, 1999 • Vicinity Corp • California
Exhibit 10.1 November 30, 2000 Howard Bain 234 Vista Del Monte Los Gatos, CA 95032 Dear Howard: This letter confirms the agreement between Vicinity Corporation (the "Company") and you regarding the terms of your separation from the Company as of...Separation Agreement • December 14th, 2000 • Vicinity Corp • Services-business services, nec
EXHIBIT 1.1 DRAFT AS OF 1/13/99 VICINITY CORPORATION 6,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 18th, 2000 • Vicinity Corp • Services-business services, nec • New York
RECITALSSublease Agreement • November 3rd, 1999 • Vicinity Corp
1. Grant of Option. Vicinity Corporation, a California corporation (the --------------- "Company"), hereby grants to the Optionee named in the Notice of Grant (the -------- "Optionee"), an option (the "Option") to purchase the total number of shares...Stock Option Agreement • November 3rd, 1999 • Vicinity Corp • California
LEASE -----Lease Agreement • June 13th, 2000 • Vicinity Corp • Services-business services, nec • California
WHEREAS, Pledgee and Pledgor are parties to that certain SECURITY AGREEMENT dated as of July 14, 1999 (as amended by the Amendment to Security Agreement dated as of November 1, 1999, the "Original Agreement"), a copy of which ------------------...Security Agreement • June 13th, 2000 • Vicinity Corp • Services-business services, nec • California
EXHIBIT 10.25 LEASE AGREEMENT AGREEMENT made this 10th of August, 1999 by and between GORDON E. BAGLEY, JR. and BLANCHE M. BAGLEY, husband and wife, of the City of Lebanon, Grafton County, New Hampshire (hereinafter referred to as "Landlord") and...Lease Agreement • November 3rd, 1999 • Vicinity Corp
RECITALSLoan Agreement • November 3rd, 1999 • Vicinity Corp • California
RIGHTS AGREEMENT BETWEEN VICINITY CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF AUGUST 9, 2002Rights Agreement • August 12th, 2002 • Vicinity Corp • Services-business services, nec • Delaware
This Agreement, dated as of August 9, 2002, between Vicinity Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York company, as Rights Agent (the "Rights Agent").
Recitals --------Employment Agreement • November 3rd, 1999 • Vicinity Corp • California
RECITALS --------Non-Statutory Stock Option Agreement • January 18th, 2000 • Vicinity Corp • Services-business services, nec • California
RECITALS --------Voting Agreement • November 3rd, 1999 • Vicinity Corp • California
EXHIBIT 10.13 VICINITY CORPORATION AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT In connection with the grant to Mary Gavin ("Optionee") of an Incentive Stock Option to purchase 50,000 shares of Common Stock (the "Shares") of Vicinity Corporation, a...Incentive Stock Option Agreement • November 3rd, 1999 • Vicinity Corp
January 28, 2000 J.P. Morgan Securities Inc. Bear, Stearns & Co. Inc. U.S. Bancorp Piper Jaffray Inc. As Representatives of the Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o J.P. Morgan Securities Inc. 60 Wall...Underwriting Agreement • February 8th, 2000 • Vicinity Corp • Services-business services, nec • New York
ARTICLE 1Sub-Sublease Agreement • November 3rd, 1999 • Vicinity Corp
NAVISITE SITEHARBOR CO-LOCATION SERVICES AGREEMENTCo-Location Services Agreement • November 3rd, 1999 • Vicinity Corp • Massachusetts
EXHIBIT 10.5 AMENDED AND RESTATED REGISTRATION AND INFORMATION RIGHTS AGREEMENTRegistration and Information Rights Agreement • November 3rd, 1999 • Vicinity Corp • California
RECITALS:Management Support Agreement • November 3rd, 1999 • Vicinity Corp • California
EXHIBIT 10.17 PACIFIC ATLANTIC SYSTEMS LEASING -------------------------------- LEASE AGREEMENT --------------- This Lease Agreement dated April 24, 1996, is made between PACIFIC ATLANTIC SYSTEMS LEASING, INC. with its home office at 11811 North Tatum...Lease Agreement • December 17th, 1999 • Vicinity Corp • Services-business services, nec • Arizona
PERSONAL & CONFIDENTIAL Mr. Tim McMullen 709 Davis Way Laguna Beach, CA 92651 Re: Amended and Restated Executive Employment Agreement Dear Tim:Executive Employment Agreement • December 14th, 2001 • Vicinity Corp • Services-business services, nec • Delaware
You and Vicinity Corporation, a Delaware corporation ("Vicinity" or the "Company"), are parties to an Executive Employment Agreement dated April 24, 2001 (the "Original Agreement"), which sets forth, among other things, the terms of your employment with Vicinity. This Amended and Restated Executive Employment Agreement (this "Agreement") supersedes the Original Agreement and any other agreement or policy to which Vicinity is a party with respect to any compensation and benefits payable to you.
QuickLinks -- Click here to rapidly navigate through this documentExecutive Employment Agreement • June 14th, 2001 • Vicinity Corp • Services-business services, nec • Delaware
Vicinity Corporation, a Delaware corporation ("Vicinity" or the "Company"), is pleased to offer you employment effective April 30, 2001. Please review this Executive Employment Agreement (the "Agreement"), co-sign and date the Agreement below the Company's signature, and return it to us to confirm that this Agreement reflects our agreement regarding the terms, mutual promises and covenants applicable to your employment by Vicinity.
CONFIDENTIAL TREATMENT REDACTED FOR ---------------------- REQUESTED CONFIDENTIALITY --------- The astericked portions of this document have been omitted and are filed separately with the Securities and Exchange Commission JOINT MARKETING AGREEMENT...Joint Marketing Agreement • November 3rd, 1999 • Vicinity Corp
EXHIBIT 10.16 MASTER LEASE AND FINANCING AGREEMENT ------------------------------------ This Master Lease and Financing Agreement (together with Exhibits A through E attached hereto and hereby made a part hereof, this "Master Agreement"), dated as of...Master Lease and Financing Agreement • December 17th, 1999 • Vicinity Corp • Services-business services, nec • New Jersey
EXHIBIT 10.21 SUBLEASE AGREEMENT 1. PARTIES: This Sublease is entered by and between Attachmate Corporation, a Washington corporation (hereinafter called "Sublessor"), and Vicinity Corporation, a California corporation (hereinafter called...Sublease Agreement • November 3rd, 1999 • Vicinity Corp
AGREEMENT AND PLAN OF MERGER BY AND AMONG VICINITY CORPORATION MICROSOFT CORPORATION AND BOOTSTRAP MERGER SUB, INC. Dated as of October 22, 2002Merger Agreement • October 23rd, 2002 • Vicinity Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2002 (this "AGREEMENT"), by and among Vicinity Corporation, a Delaware corporation (the "COMPANY"), Microsoft Corporation, a Washington corporation ("PARENT"), and Bootstrap Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("PURCHASER").
VICINITY CORPORATION NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • February 28th, 2002 • Vicinity Corp • Services-business services, nec • California
THIS NON-STATUTORY STOCK OPTION AGREEMENT (the "Agreement"), dated as of December 10, 2001, is made by and between Vicinity Corporation, a Delaware corporation (the "Company"), and Charles W. Berger, an employee of the Company (the "Optionee").
RECITALSSublease Agreement Amendment • November 3rd, 1999 • Vicinity Corp
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 25th, 2002 • Vicinity Corp • Services-business services, nec • Delaware
AMENDMENT, dated October 22, 2002 (this “Amendment”), to the Rights Agreement, dated as of August 9, 2002 (the “Rights Agreement”), between Vicinity Corporation, a Delaware corporation (“Company”), and American Stock Transfer & Trust Company, a New York company, as Rights Agent (“Rights Agent”).
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • December 11th, 2001 • Vicinity Corp • Services-business services, nec • California
Vicinity Corporation, (the "Company") is pleased to offer you a position as Chief Executive Officer & President of the Company and a position on its Board of Directors, on the terms set forth in this letter agreement, effective upon your acceptance by execution of a counterpart copy of this letter where indicated below.
QuickLinks -- Click here to rapidly navigate through this document January 26, 2001 Eric Winkler 846 East Dana Street Mountain View, CA 94041 Dear Eric:Separation Agreement • March 16th, 2001 • Vicinity Corp • Services-business services, nec
This letter confirms the agreement between Vicinity Corporation (the "Company") and you regarding the terms of your separation from the Company effective as of January 31, 2001.
SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASESeparation Agreement • June 14th, 2001 • Vicinity Corp • Services-business services, nec • California
This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") is entered into as of April 23, 2001 (the "Effective Date") by and between Vicinity Corporation, a Delaware corporation (the "Company"), and Emerick Woods ("Woods").
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 16th, 2001 • Vicinity Corp • Services-business services, nec • California
This Third Amended and Restated Loan Agreement is entered into as of the 31st day of January, 2001, by and between Vicinity Corporation, a Delaware corporation ("Vicinity"), and Dinesh Wadhawan, an individual ("Wadhawan").
