Micromuse Inc Sample Contracts

Standard Contracts

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Merger Agreement • August 2nd, 2000 • Micromuse Inc • Services-prepackaged software • New York
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Shares Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 12th, 1997 • Micromuse Inc • New York
EXHIBIT 99.3
Non-Qualified Stock Option Agreement • October 27th, 2000 • Micromuse Inc • Services-prepackaged software • New York
EXHIBIT 99.2
Incentive Stock Option Agreement • October 27th, 2000 • Micromuse Inc • Services-prepackaged software • New York
MICROMUSE INC. COMMON STOCK
Underwriting Agreement • July 13th, 1998 • Micromuse Inc • Services-prepackaged software • New York
a n d-
Lease • December 12th, 1997 • Micromuse Inc
MICROMUSE INC.
Investors' Rights Agreement • January 20th, 1998 • Micromuse Inc • Services-prepackaged software • California
BY AND AMONG
Merger Agreement • December 28th, 1999 • Micromuse Inc • Services-prepackaged software • New York
RECITALS
Agreement and Plan of Reorganization • February 2nd, 2000 • Micromuse Inc • Services-prepackaged software
EXHIBIT 99.4
Stock Option Assumption Agreement • October 27th, 2000 • Micromuse Inc • Services-prepackaged software
AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 17th, 2004 • Micromuse Inc • Services-prepackaged software • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of July 29, 2003, between Micromuse Inc., a Delaware corporation (“the Company”), and (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, ROOSTER ACQUISITION CORP. and MICROMUSE INC. Dated as of December 20, 2005
Merger Agreement • December 21st, 2005 • Micromuse Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER dated as of December 20, 2005 (this “Agreement”), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Parent”), ROOSTER ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and MICROMUSE INC., a Delaware corporation (the “Company”).

OFFICE LEASE
Office Lease • December 12th, 1997 • Micromuse Inc
EXECUTIVE EMPLOYMENT CONTINUATION AGREEMENT
Executive Employment Continuation Agreement • May 17th, 2004 • Micromuse Inc • Services-prepackaged software

Micromuse Ltd (“the Company”), a wholly owned subsidiary of Micromuse Inc. and Michael Foster (“Executive” or “you” or “your”), in recognition of your contributions to the past success of the Company and in order to promote continuing contributions in the future, agree effective December 13, 2002, as follows concerning your employment by the Company:

Employment Agreement
Employment Agreement • May 17th, 2004 • Micromuse Inc • Services-prepackaged software • California

This Agreement is entered into as of January 12, 2004, by and between Arun Oberoi (the “Executive”) and Micromuse Inc., a Delaware corporation (the “Company”).

EXECUTIVE EMPLOYMENT CONTINUATION AGREEMENT
Executive Employment Continuation Agreement • February 9th, 2005 • Micromuse Inc • Services-prepackaged software

Micromuse Inc. (“the Company”) and Michael Luetkemeyer (“Executive” or “you”), in recognition of his contributions to the past success of the Company and in order to promote continuing contributions in the future, and to encourage continued employment in the event of a Change of Control, agree as follows concerning his employment by the Company:

SETTLEMENT AGREEMENT
Settlement Agreement • December 14th, 2005 • Micromuse Inc • Services-prepackaged software • New York

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made as of the 22nd day of September, 2005 (the “Effective Date”) by and among Computer Associates International, Inc., a Delaware corporation having its principle place of business at One Computer Associates Plaza, Islandia, New York 11749 (hereinafter, “CAI”), Aprisma Management Technologies, Inc., a Delaware corporation having its principal place of business at 273 Corporate Drive, Portsmouth, New Hampshire 03801 (hereinafter, “Aprisma”), Concord Communications, Inc., a Massachusetts corporation having its principal place of business at 400 Nickerson Road, Marlboro, Massachusetts 01752 (hereinafter, “Concord”), and Computer Associates Think, Inc., a Delaware corporation having its principle place of business at 80 State Street, Albany, New York 12207 (hereinafter “CAT,” collectively with CAI, Aprisma and Concord, the “CA Group”) on the one hand, and Micromuse Inc., a Delaware corporation, with offices at 139 Townsend Street, San Francis

Revised Employment Agreement
Employment Agreement • August 9th, 2005 • Micromuse Inc • Services-prepackaged software • California

This Agreement is entered into as of January 27, 2005, by and between Steven Vattuone (the “Executive”) and Micromuse Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. 1 TO REVISED EMPLOYMENT AGREEMENT
Revised Employment Agreement • December 14th, 2005 • Micromuse Inc • Services-prepackaged software • California

THIS AMENDMENT Number 1 to the Revised Employment Agreement by and between Micromuse Inc., a Delaware corporation (the “Company”), and Steven Vattuone (the “Executive”) is made as of December 13, 2005 (the “Agreement”).

AGREEMENT AND PLAN OF MERGER AMONG MICROMUSE INC., BRINKS ACQUISITION, INC., GUARDEDNET, INC., TARGET STOCKHOLDER REPRESENTATIVE AND THE PRINCIPAL TARGET STOCKHOLDERS June 30, 2005
Merger Agreement • July 1st, 2005 • Micromuse Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2005 (this “Agreement”), by and among Micromuse, Inc., a Delaware corporation (the “Parent”) and Brinks Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Sub”) on the one hand, and GuardedNet, Inc., a Delaware corporation (the “Target”), the Target Stockholder Representative (as defined below), and the Principal Target Stockholders (as defined below), on the other hand.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2005 • Micromuse Inc • Services-prepackaged software • California

THIS AMENDMENT Number 1 to the Employment Agreement by and between Micromuse Inc., a Delaware corporation (the “Company”), and Ian Halifax (the “Executive”) is made as of December 13, 2005 (the “Agreement”).

Employment Agreement
Employment Agreement • December 8th, 2004 • Micromuse Inc • Services-prepackaged software • California

This Agreement is entered into as of December 3, 2004, by and between Ian Halifax (the “Executive”) and Micromuse Inc., a Delaware corporation (the “Company”).

Exhibit A AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2004 • Micromuse Inc • Services-prepackaged software

This Amendment No. 1 (“Amendment”) to the Employment Agreement between Arun Oberoi (“Executive”) and Micromuse Inc. (“Company”) dated January 12, 2004 (“Employment Agreement”) is made as of September 30, 2004 (the “Amendment Effective Date”).

EXECUTIVE EMPLOYMENT CONTINUATION AGREEMENT
Executive Employment Continuation Agreement • December 23rd, 2002 • Micromuse Inc • Services-prepackaged software

Micromuse Inc. (“the Company”) and Mike Donohue (“Executive” or “you”), in recognition of his contributions to the past success of the Company and in order to promote continuing contributions in the future, in partial consideration for their continuing employment relationship and to encourage continued employment in the event of a Change of Control, agree as follows concerning his employment by the Company:

AGREEMENT AND PLAN OF MERGER AMONG MICROMUSE INC., SYDNEY ACQUISITION INC., QUALLABY CORPORATION, WILLIAM J. GEARY, AS TARGET STOCKHOLDER REPRESENTATIVE, AND THE PRINCIPAL TARGET STOCKHOLDERS Dated as of April 7, 2005
Merger Agreement • April 13th, 2005 • Micromuse Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2005 (this “Agreement”), by and among Micromuse Inc., a Delaware corporation (the “Parent”) and Sydney Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Sub”), on the one hand, and Quallaby Corporation, a Delaware corporation (the “Target”), the Target Stockholder Representative (as defined below) and the Principal Target Stockholders (as defined below) on the other hand.

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT CONTINUATION AGREEMENT
Executive Employment Continuation Agreement • December 14th, 2005 • Micromuse Inc • Services-prepackaged software • California

THIS AMENDMENT Number 1 to the Executive Employment Continuation Agreement by and between Micromuse Inc., a Delaware corporation (the “Company”), and Nell O’Donnell (the “Executive”) is made as of December 13, 2005 (the “Agreement”).

EXECUTIVE EMPLOYMENT CONTINUATION AGREEMENT
Executive Employment Continuation Agreement • December 14th, 2004 • Micromuse Inc • Services-prepackaged software

Micromuse Inc. (“the Company”) and Nell O’Donnell (“Executive” or “you” or “your”), in recognition of your contributions to the past success of the Company and in order to promote continuing contributions in the future, agree effective December 13, 2002, as follows concerning your employment by the Company:

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