COMMON STOCKUnderwriting Agreement • August 6th, 1999 • Netscout Systems Inc • Services-computer integrated systems design • New York
dated as ofAsset Purchase Agreement • April 20th, 2005 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 2.1 NETSCOUT SYSTEMS, INC. NETSCOUT SERVICE LEVEL CORPORATION NEXTPOINT NETWORKS, INC. AGREEMENT AND PLAN OF REORGANIZATION Dated as of June 13, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • July 20th, 2000 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
LEASE BETWEEN ARTURO J. GUTIERREZ AND JOHN A. CATALDO, TRUSTEES OF NASHOBA WESTFORD REALTY TRUST, U/D/T DATED APRIL 27, 2000 AND RECORDED WITH THE MIDDLESEX NORTH REGISTRY OF DEEDS IN BOOK 10813, PAGE 38 AND NETSCOUT SYSTEMS, INC. FOR WESTFORD...Lease Agreement • June 29th, 2001 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.23 STOCK PLEDGE AGREEMENT AGREEMENT, made as of June 28, 1996, between Narendra Popat, an individual residing at the address set forth at the foot of this Agreement, (the "PLEDGOR"), and Frontier Software Development, Inc., a Delaware...Stock Pledge Agreement • April 22nd, 1999 • Netscout Systems Inc • Massachusetts
Exhibit 10.1 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement (this "Loan Modification Agreement") is dated as of July 20, 2007, and effective as of June 5, 2007, by and between SILICON VALLEY BANK, a California corporation, with its...Loan Modification Agreement • July 26th, 2007 • Netscout Systems Inc • Services-computer integrated systems design
Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of September 13, 2006 between NetScout Systems, Inc., a Delaware corporation (the "Company"), and ___________ ("Indemnitee")....Indemnification Agreement • September 19th, 2006 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
Exhibit 10.7 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 22nd, 1999 • Netscout Systems Inc • California
SDL COMMUNICATIONS, INC. OEM AGREEMENT Dated as of February 3, 1998 between SDL Communications, Inc. with its principal place of business at 46 Eastman St., Easton, 02375 (referred to in this Agreement as SDL) andOem Agreement • April 22nd, 1999 • Netscout Systems Inc • Massachusetts
Exhibit 10.5 NETSCOUT SYSTEMS, INC. AMENDED AND RESTATED RIGHTS AGREEMENT JANUARY 15, 1999 TABLE OF CONTENTSRights Agreement • April 22nd, 1999 • Netscout Systems Inc • Massachusetts
AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 16, 2018 (this “Agreement”), to the Credit Agreement dated as of July 14, 2015 (the “Existing Credit Agreement”), among NETSCOUT SYSTEMS, INC., a Delaware corporation (the “Borrower”), the...Credit Agreement • January 18th, 2018 • Netscout Systems Inc • Services-computer integrated systems design • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 16, 2018 (this “Agreement”), among NETSCOUT SYSTEMS, INC., as Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXHIBIT 10.4 NETSCOUT SYSTEMS, INC. STOCK PURCHASE AND REDEMPTION AGREEMENT AS OF DECEMBER 31, 1998 NETSCOUT SYSTEMS, INC. Stock Purchase and Redemption Agreement As of December 31, 1998Stock Purchase and Redemption Agreement • April 22nd, 1999 • Netscout Systems Inc • Massachusetts
AMENDMENT NO. 7 TO PRIVATE LABEL AGREEMENT AND PROJECT DEVELOPMENT AND LICENSE AGREEMENT BETWEEN CISCO SYSTEMS, INC. AND NETSCOUT SYSTEMS, INC.Private Label Agreement and Project Development and License Agreement • October 30th, 2002 • Netscout Systems Inc • Services-computer integrated systems design
WITNESSETH:Registration Rights Agreement • July 20th, 2000 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
Exhibit 10.12 PRIVATE LABEL AGREEMENT THIS PRIVATE LABEL AGREEMENT, including the Exhibits ("Agreement"), effective as of October 17, 1995 ("Effective Date"), is hereby made by and between Cisco Systems, Inc., a California corporation, having...Private Label Agreement • August 6th, 1999 • Netscout Systems Inc • Services-computer integrated systems design • California
FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERSSeverance Agreement • June 1st, 2012 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT, dated effective as of [DATE], is made by and between NetScout Systems, Inc. (the “Company”), and [EXECUTIVE] (the “Executive”) residing at [ADDRESS].
NetScout Systems, Inc. INCENTIVE STOCK OPTION AGREEMENT—INCORPORATED TERMS AND CONDITIONSIncentive Stock Option Agreement • November 4th, 2004 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.18 AGREEMENT RELATING TO EMPLOYMENT Agreement dated June 1, 1994, by and between Frontier Software Development, Inc., a Delaware corporation ("Frontier") and Narendra Popat, a founder of Frontier ("Mr. Popat"). INTRODUCTION AND BACKGROUND...Employment Agreement • April 22nd, 1999 • Netscout Systems Inc
NETSCOUT SYSTEMS, INC. and , as Trustee INDENTURE Dated as of ,Indenture • August 1st, 2007 • Netscout Systems Inc • Services-computer integrated systems design • New York
NETSCOUT SYSTEMS, INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 4th, 2005 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
NetScout Systems, Inc. (the “Company”) hereby enters into this Restricted Stock Unit Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the RSUs specified herein pursuant to its 1999 Stock Option and Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
EMPLOYEE MATTERS AGREEMENT by and among DANAHER CORPORATION, POTOMAC HOLDING LLC and NETSCOUT SYSTEMS, INC. dated as of July 14, 2015Employee Matters Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This Employee Matters Agreement (this “Agreement”) is dated as of July 14, 2015, by and among Danaher Corporation, a Delaware corporation (“Danaher”), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (“Newco”), and NetScout Systems, Inc., a Delaware corporation (“NetScout”) (each a “Party” and together, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This Transition Services Agreement (together with the Service Schedules hereto, the “TSA”) is made as of July 14, 2015 (the “Effective Date”) by and among Danaher Corporation, a Delaware corporation (“Service Provider”), Potomac Holding LLC, a Delaware limited liability company (together with its successors and assigns, “Service Recipient”), and, for purposes of Section 12.11, NetScout Systems, Inc., a Delaware corporation (“NetScout”).
Amendment No. 1 PROJECT AGREEMENT & DESIGN LICENSE AGREEMENTProject Agreement & Design License Agreement • August 6th, 1999 • Netscout Systems Inc • Services-computer integrated systems design
EXHIBIT 10.19 AMENDMENT NO. 1 TO AGREEMENT RELATING TO EMPLOYMENT AMENDMENT, dated January 14, 1999 by and between NetScout Systems, Inc., a Delaware corporation ("NetScout"), and Narendra Popat, a founder of NetScout ("Mr. Popat"). WHEREAS, the...Agreement Relating to Employment • April 22nd, 1999 • Netscout Systems Inc • Massachusetts
TAX MATTERS AGREEMENT by and among Danaher Corporation, Potomac Holding LLC and NetScout Systems, Inc. Dated as of July 14, 2015Tax Matters Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of July 14, 2015, is by and among Danaher Corporation, a Delaware corporation (“Danaher”), Potomac Holding LLC, a Delaware limited liability company (“Newco”), and NetScout Systems, Inc., a Delaware corporation (“NetScout”). Each of Danaher, Newco and NetScout is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
Exhibit 10.10 CISCO SYSTEMS, INC. PROJECT DEVELOPMENT AND LICENSE AGREEMENT This Project Development and License Agreement ("Agreement") is made in California as of January 13, 1994, by and between Cisco Systems, Inc., a California corporation having...Project Development and License Agreement • August 6th, 1999 • Netscout Systems Inc • Services-computer integrated systems design • California
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2014 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 2013 between NetScout Systems, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
CREDIT AND SECURITY AGREEMENT among NETSCOUT SYSTEMS, INC. as Borrower THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Lead Arranger, Sole Book Runner and Administrative Agent SILICON VALLEY BANK as Co- Syndication Agent WELLS...Credit and Security Agreement • December 31st, 2007 • Netscout Systems Inc • Services-computer integrated systems design • New York
This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 21st day of December, 2007 among:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 1, 2007 (this “Agreement”), among (i) NetScout Systems, Inc. (together with any successor entity the “Company”), (ii) Silver Lake Partners, L.P. (“SLP”), Silver Lake Investors, L.P. (“SLI”) and Silver Lake Technology Investors, L.L.C. (“SLTI,” and together with SLP and SLI, the “Initial SLP Parties”), (iii) TPG Starburst III, LLC (“TPG III”), TPG Starburst VI, LLC (“TPG IV”) and T3 Starburst II, LLC (“TPG II,” and together with TPG III and TPG IV, the “Initial TPG Parties”), (iv) Integral Capital Partners VI, L.P. (“ICP,” and, together with the Initial SLP Parties and the Initial TPG Parties, the “Initial Holders”) and (v) the Guarantors identified on the signature pages hereto (the “Guarantors”).
NETSCOUT SYSTEMS, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT – TERMS AND CONDITIONSRestricted Stock Unit Award Agreement • February 6th, 2020 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
NetScout Systems, Inc. (the “Company”) has granted to the recipient (as specified in the written notice provided by the Company to such recipient regarding such grant (the “Notice”)) (the “Recipient”), and the Recipient has accepted from the Company (by electronic acceptance or authentication in a form authorized by the Company), an award for the number of restricted stock units (the “RSUs”) specified in the Notice (the “Award”), which represents an equivalent number of shares of Common Stock subject to this Award (the “Underlying Shares”), on the following terms:
SEPARATION AGREEMENTSeparation Agreement • January 5th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
In consideration for your long-term contributions to NetScout Systems, Inc. (“NetScout”) and in connection with the termination of your employment contemplated herein, this letter agreement outlines and confirms the terms and conditions of severance and other benefits being offered to you as a result of your separation from employment with NetScout.
NETSCOUT SYSTEMS, INC. Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • August 5th, 2024 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
NetScout Systems, Inc. (the “Company”) hereby enters into this Performance-Based Restricted Stock Unit Award Agreement, including the Terms and Conditions, and any appendix, exhibit or addendum attached hereto (the “Agreement”), as of the date of grant specified below, with the recipient specified below (the “Recipient”), and grants to the Recipient the number of performance-based restricted stock units (the “PSUs”) specified below pursuant to the Company’s 2019 Equity Incentive Plan, as amended and in effect from time to time. Unless otherwise defined herein or required by the context, capitalized terms used herein shall have the same meanings as in the Plan or the Agreement.
FORM OF AMENDMENT TO AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • January 27th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Massachusetts
THIS AMENDMENT TO AMENDED AND RESTATED SEVERANCE AGREEMENT, dated effective as of [_____] (the “Amendment”), is made by and between NetScout Systems, Inc. (the “Company”), and [Name] (the “Executive”) residing at [Address].
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 8th, 2005 • Netscout Systems Inc • Services-computer integrated systems design
This Loan Modification Agreement (this “Loan Modification Agreement”) is dated as of June 9, 2005, but is effective as of June 6, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and NETSCOUT SYSTEMS, INC., a Delaware corporation with offices at 310 Littleton Road, Westford, Massachusetts 01886-4105 (“Borrower”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of October 1, 2007 by and among NetScout Systems, Inc., a Delaware corporation (“NetScout”), Bradley Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), Network General Central Corporation, a Delaware corporation (“NetGen”), Network General Corporation, a Delaware corporation (“NetGen Opco”), and Silver Lake Partners, L.P., a Delaware limited partnership, and TPG Starburst IV, LLC, a Delaware limited liability company, in each case solely in its capacity as a representative for the stockholders of NetGen (each, in such capacity, a “Stockholders Representative”), and this Amendment amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2007, by and among NetScout, Merger Sub, NetGen, NetGen Opco and the Stockholders Representatives.
