EXHIBIT 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGERMerger Agreement • June 19th, 2000 • Webmethods Inc • Services-computer programming services • Delaware
VOTING AGREEMENTVoting Agreement • May 24th, 2000 • Webmethods Inc • Services-computer programming services • Delaware
1 EXHIBIT 2 STOCKHOLDERS AGREEMENT AND IRREVOCABLE PROXY THIS STOCKHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated as of May 20, 2000 (this "Agreement"), among WEBMETHODS, INC., a Delaware corporation ("Parent"), WOLF ACQUISITION, INC., a Delaware...Stockholders Agreement • May 30th, 2000 • Webmethods Inc • Services-computer programming services • Delaware
RIGHTS AGREEMENT between WEBMETHODS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of October 18, 2001Rights Agreement • November 13th, 2001 • Webmethods Inc • Services-computer programming services • Delaware
In the event that a Person becomes an Acquiring Person, each holder of a Right, except for the Acquiring Person and associates and affiliates thereof, will, after the end of the redemption period referred to below, be able to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
1 EXHIBIT 10.1Indemnification Agreement • December 8th, 1999 • Webmethods Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOFTWARE AG, WIZARD ACQUISITION, INC. AND WEBMETHODS, INC. DATED AS OF APRIL 4, 2007Merger Agreement • April 6th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of this 4th day of April 2007, by and among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Wizard Acquisition, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), and webMethods, Inc., a Delaware corporation (the “Company”).
2- 3 2. SCOPE OF AGREEMENTSoftware License and Distribution Agreement • December 8th, 1999 • Webmethods Inc • Services-computer programming services
May 20, 2000 Board of Directors webMethods, Inc. 3930 Pender Drive Fairfax, VA 22030 Members of the Board: We understand that Active Software, Inc. ("Active" or the "Company"), webMethods, Inc. ("webMethods") and Wolf Acquisition, Inc., a wholly owned...Merger Agreement • June 19th, 2000 • Webmethods Inc • Services-computer programming services
2 3 Morgan Stanley & Co. Incorporated ("MORGAN STANLEY") has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company's directors, officers, employees and business associates and other parties...Underwriting Agreement • February 10th, 2000 • Webmethods Inc • Services-computer programming services • New York
Stock Option AgreementStock Option Agreement • February 9th, 2007 • Webmethods Inc • Services-computer programming services
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the Option Grant Date set forth on the initial Notice of Grant attached hereto by and between (i) WEBMETHODS, INC., a Delaware corporation (the “Corporation”), and (ii) Participant, an employee of the Corporation or any Subsidiary or Parent, named on each Notice of Grant attached hereto.
AMENDED AND RESTATED EXECUTIVE AGREEMENTExecutive Agreement • February 9th, 2007 • Webmethods Inc • Services-computer programming services • Virginia
THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made effective as of the 21st day of December, 2006, by and between webMethods, Inc., a Delaware corporation (the “Company”), and David L. Mitchell (the “Executive”).
SECTION 1Investor Rights Agreement • December 8th, 1999 • Webmethods Inc • Services-computer programming services • Delaware
Amendment to Rights AgreementRights Agreement • April 6th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
This Amendment to Rights Agreement (this “Amendment”), dated as of April 4, 2007, between webMethods, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of October 18, 2001, by and between the Company and the Rights Agent (the “Rights Agreement”).
EXECUTIVE AGREEMENTExecutive Agreement • April 19th, 2007 • Webmethods Inc • Services-computer programming services • Virginia
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made effective as of the 9th day of March, 2004, by and between webMethods, Inc., a Delaware corporation (the “Company”), and Douglas McNitt (the “Executive”),
WEBMETHODS, INC. 2006 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 9th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is between Kenneth A. Sexton (the “Employee”) and webMethods, Inc., a Delaware corporation (the “Corporation”). This Agreement governs an award made to Employee pursuant to the Corporation’s 2006 Omnibus Stock Incentive Plan (the “Plan”). The Corporation and Employee agree as follows:
1 EXHIBIT 99.2 MASTER ALLIANCE AGREEMENT THIS MASTER ALLIANCE AGREEMENT (this "Agreement") is made and entered into as of September 1, 2000 (the "Effective Date"), by and between Electronic Data Systems Corporation, a Delaware corporation ("EDS"), EDS...Master Alliance Agreement • September 25th, 2000 • Webmethods Inc • Services-computer programming services • Virginia
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 6th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 4, 2007 by and among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Wizard Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the individuals listed on Annex I hereto (each, a “Stockholder”), each an owner of shares of common stock, par value $0.01 per share (the “Company Common Stock”) of webMethods, Inc., a Delaware corporation (the “Company”).
webMethods Letterhead] April 18, 2007Merger Agreement • April 19th, 2007 • Webmethods Inc • Services-computer programming services
We are pleased to inform you that on April 4, 2007, webMethods, Inc. (“webMethods”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Software AG (“Software AG”) and Wizard Acquisition, Inc., a wholly-owned indirect subsidiary of Software AG (“Offeror”).
EXECUTIVE AGREEMENTExecutive Agreement • April 19th, 2007 • Webmethods Inc • Services-computer programming services • Virginia
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made effective as of the 2nd day of April 2007, by and between webMethods, Inc., a Delaware corporation (the “Company”), and Michael L. Krone (the “Executive”).
WEBMETHODS, INC. DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • September 5th, 2006 • Webmethods Inc • Services-computer programming services • Delaware
THIS DIRECTOR STOCK OPTION AGREEMENT (this “Agreement”) is made as of the «Date_of_Grant» day of «Month_of_Grant», «Year_of_Grant» by and between (i) WEBMETHODS, INC. (the “Corporation”), a Delaware corporation, and (ii) «FirstName» «MI» «LastName» (“Participant”), a director of the Corporation.
CONSULTING AGREEMENTConsulting Agreement • February 15th, 2005 • Webmethods Inc • Services-computer programming services
THIS CONSULTING AGREEMENT (this “Agreement”) is made effective for all purposes and in all respects as of the date set forth below, by and between (i) webMethods, Inc., a Delaware corporation (the “Corporation”) and (ii) Phillip Merrick (“Consultant”).
SERVICES AGREEMENTServices Agreement • November 14th, 2006 • Webmethods Inc • Services-computer programming services • Virginia
This Services Agreement (“Agreement”) is entered into as of August 29, 2006, by and between John J. Andary, an individual, located at 17563 Rolling Woods Circle, Northville, Michigan 48168 (hereinafter called “CONSULTANT”) and webMethods, Inc., a company with its principal office at 3877 Fairfax Ridge Road-South Tower, Fairfax, Virginia 22030 (including its affiliates, hereinafter referred to as “CLIENT”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 3rd, 2006 • Webmethods Inc • Services-computer programming services • Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 8th day of September, 2006, by and among (i) WEBMETHODS, INC., a Delaware corporation (“Parent”), (ii) IOWA ACQUISITION CORP., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) INFRAVIO, INC., a California corporation (the “Company”), (iv) with respect only to Articles II, IV, VI, IX and XI, certain holders of capital stock of the Company listed on Exhibit A hereto (each individually, a “Key Shareholder” and collectively the “Key Shareholders”) and (v) Mary Coleman in her capacity as Shareholders’ Representative (as defined herein). Parent, Merger Sub, the Company, the Key Shareholders and the Shareholders’ Representative are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
1 EXHIBIT 99.3 May 20, 2000 Board of Directors Active Software, Inc. 3333 Octavius Drive Santa Clara, California 90504 Gentlemen: We understand that Active Software, Inc., a Delaware corporation ("Seller"), webMethods, Inc., a Delaware corporation...Merger Agreement • June 19th, 2000 • Webmethods Inc • Services-computer programming services
WEBMETHODS, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 15th, 2005 • Webmethods Inc • Services-computer programming services • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , 200 by and between (i) WEBMETHODS, INC. (the “Corporation”), a Delaware corporation, and (ii) (“Participant”), a director of the Corporation.
AMENDMENT TO CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 19th, 2007 • Webmethods Inc • Services-computer programming services
This Amendment to Confidentiality Agreement is entered into on March 5, 2007, by and between Software AG, a German corporation (“SAG”) and webMethods, Inc. (the “Company”) and amends that certain confidentiality and non-disclosure letter agreement, dated January 30, 2007, by and between SAG and the Company (the “Confidentiality Agreement”).
EXECUTIVE AGREEMENTExecutive Agreement • April 19th, 2007 • Webmethods Inc • Services-computer programming services • Virginia
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made effective as of the 15th day of March, 2005, by and between webMethods, Inc., a Delaware corporation (the “Company”), and Kristin Weller Muhlner (the “Executive”).
WEBMETHODS, INC. 2006 OMNIBUS STOCK INCENTIVE PLAN DEFERRED SHARES AWARD AGREEMENT (Director Award)Deferred Shares Award Agreement • September 5th, 2006 • Webmethods Inc • Services-computer programming services • Delaware
THIS AGREEMENT (the “Deferred Shares Award Agreement” or “Agreement”) is between webMethods, Inc., Delaware corporation (the “Company”) and the director named above (the “Participant”), and is delivered under the webMethods, Inc. 2006 Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”).
