Standard Contracts
Exhibit 2.3 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT"), is entered into as of October 8, 2003 by and between Emulex Corporation, a Delaware corporation ("PARENT"), and Aviary Acquisition Corp., a Delaware corporation and...Stockholders Agreement • October 8th, 2003 • Vixel Corp • Services-computer programming services • Delaware
TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 2002 • Vixel Corp • Services-computer programming services • Washington
1 EXHIBIT 1.1 UNDERWRITING AGREEMENT August __, 1999 BancBoston Robertson Stephens Inc. Bear, Stearns & Co. Inc. Needham & Company, Inc. As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite...Underwriting Agreement • September 1st, 1999 • Vixel Corp • Services-computer programming services • New York
EXHIBIT 4.3 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 dated as of October 8, 2003, to the Rights Agreement, dated as of November 15, 2000 (the "Agreement"), by and between VIXEL CORPORATION (the "Company") and COMPUTERSHARE TRUST COMPANY, as...Rights Agreement • October 10th, 2003 • Vixel Corp • Services-computer programming services • Delaware
1 EXHIBIT 10.21 AMENDMENT TO LOAN DOCUMENTS BORROWER: VIXEL CORPORATION ADDRESS: 11911 NORTHCREEK PARKWAY S. BOTHELL, WASHINGTON 98011 DATE: JUNE 21, 1999 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK CAPITAL, a division of...Loan Agreement • August 16th, 1999 • Vixel Corp • Services-computer programming services
LEASELease • August 16th, 1999 • Vixel Corp • Services-computer programming services
EXHIBIT (e)(14) CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is made and entered into as of May 15, 2001 between ________ ("Executive") and Vixel Corporation (the "Company"). WHEREAS, the Company and Executive entered...Change in Control Agreement • October 15th, 2003 • Vixel Corp • Services-computer programming services
This Change in Control Agreement ("Agreement") is made and entered into as of May 15, 2001 between ________ ("Executive") and Vixel Corporation (the "Company").
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between VIXEL CORPORATION ("Company"), a Delaware Corporation, and GREG R. OLBRIGHT ("Employee") (collectively, "Parties"), effective as of November...Employment Agreement • June 23rd, 1999 • Vixel Corp • Washington
EXHIBIT 10.12 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (Long form to be used with pre-1996 AIR leases) 1. PARTIES. This Sublease, dated, for reference purposes only, October 7, 2002, is made by and between Inter-Tel Technologies,...Sublease Agreement • March 28th, 2003 • Vixel Corp • Services-computer programming services
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT VIXEL CORPORATIONLoan and Security Agreement • November 6th, 2003 • Vixel Corp • Services-computer programming services
RECITALSInvestors' Rights Agreement • June 23rd, 1999 • Vixel Corp • California
provided toTerm Loan Agreement • June 23rd, 1999 • Vixel Corp • California
1 2 proceeds per share to the holder of this Warrant upon such exercise will equal at least the product of the Warrant Price multiplied by 2.5.Warrant Agreement • June 23rd, 1999 • Vixel Corp • California
1 EXHIBIT 10.20 LEASE AGREEMENT BY AND BETWEEN AETNA LIFE INSURANCE COMPANY, A CONNECTICUT CORPORATIONLease Agreement • June 23rd, 1999 • Vixel Corp • California
WITNESSETHEmployment Agreement • June 23rd, 1999 • Vixel Corp • California
RECITALSIndemnification Agreement • June 23rd, 1999 • Vixel Corp • Delaware
STOCK OPTION AGREEMENT FOR OPTION GRANTED TO KURTIS L. ADAMS ON [DATE]Stock Option Agreement • October 15th, 2003 • Vixel Corp • Services-computer programming services
1 EXHIBIT 4.10 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • June 23rd, 1999 • Vixel Corp • Illinois
1 EXHIBIT 4.4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • June 23rd, 1999 • Vixel Corp • Illinois
EXHIBIT 10.15 EARLY EXERCISE STOCK PURCHASE AGREEMENT (INCLUDING RIGHT OF FIRST REFUSAL) THIS AGREEMENT is made by and between Vixel Corporation, a Delaware corporation (the "Corporation"), and Kurtis L. Adams ("Purchaser"). NOW, THEREFORE, IT IS...Early Exercise Stock Purchase Agreement • September 1st, 1999 • Vixel Corp • Services-computer programming services • Delaware
EXHIBIT 10.4 MASTER LEASE AGREEMENT Lessor: TRANSAMERICA BUSINESS CREDIT CORPORATION RIVERWAY II WEST OFFICE TOWER WEST HIGGINS ROSEMONT, ILLINOIS 60018 Lessee: VIXEL CORPORATION 325 INTERLOCKEN PARKWAY, BUILDING A BROOMFIELD, COLORADO 80021 The...Master Lease Agreement • June 23rd, 1999 • Vixel Corp • Illinois
WITNESSETHEmployment Agreement • June 23rd, 1999 • Vixel Corp • California
1. 2 2.5 STOCK OPTIONS. Subject to the Board's approval, Employee will receive options to purchase shares of the Company's Common Stock as detailed in the offer letter pursuant to the terms and conditions (e.g., vesting, exercise and termination) set...Employment Agreement • June 23rd, 1999 • Vixel Corp • Washington
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") supplements, modifies and amends the ASSET PURCHASE AGREEMENT (the "Agreement") entered into as of April 4, 2002, by and between VIXEL...Asset Purchase Agreement • April 30th, 2002 • Vixel Corp • Services-computer programming services
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, dated as of February 17, 1998 (the "Investors' Rights Agreement"), is entered into by and among Vixel...Investors' Rights Agreement • June 23rd, 1999 • Vixel Corp
1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between VIXEL CORPORATION ("Company"), a Delaware corporation, and JAMES M. MCCLUNEY ("Employee") (collectively, "Parties"), effective as of April 26,...Employment Agreement • June 23rd, 1999 • Vixel Corp • Washington
EXHIBIT 10.1 ***CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS CORPORATE PURCHASE AGREEMENT BETWEEN: BUYER: Name: HEWLETT...Corporate Purchase Agreement • August 13th, 2003 • Vixel Corp • Services-computer programming services • New York
AND COMPUTERSHARE TRUST COMPANY, INC. AS RIGHTS AGENTRights Agreement • November 17th, 2000 • Vixel Corp • Services-computer programming services • Delaware
6. Section 1.f. (3) INITIAL SECURITY DEPOSIT = $117,431.00 (Letter of Credit)Lease Agreement • April 1st, 2002 • Vixel Corp • Services-computer programming services
Exhibit 2.2 PURCHASER OPTION AGREEMENT PURCHASER OPTION AGREEMENT, dated as of October 8, 2003, by and among Emulex Corporation, a Delaware corporation ("Parent"), Aviary Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of...Purchaser Option Agreement • October 8th, 2003 • Vixel Corp • Services-computer programming services • Delaware
1 EXHIBIT 10.5 M A S T E R L E A S E A G R E E M E N T MASTER LEASE AGREEMENT (the "Master Lease") dated January 18, 1996 by and between COMDISCO, INC. ("Lessor") and VIXEL CORPORATION ("Lessee"). IN CONSIDERATION of the mutual agreements described...Master Lease Agreement • June 23rd, 1999 • Vixel Corp • Illinois
VIXEL CORPORATION SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT FEBRUARY 14, 2003Series B Convertible Preferred Stock and Warrant Purchase Agreement • February 20th, 2003 • Vixel Corp • Services-computer programming services • New York
This Series B Convertible Preferred Stock and Warrant Purchase Agreement (this “Agreement”) is made as of February 14, 2003, by and among VIXEL CORPORATION, a Delaware corporation (the “Company”) with its principal office at 11911 North Creek Parkway South, Bothell, Washington 98011, and the persons listed on the Schedule of Purchasers attached hereto as Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).
STOCK OPTION AGREEMENT FOR OPTION GRANTED TO THOMAS HUGHES ON [DATE]Stock Option Agreement • October 15th, 2003 • Vixel Corp • Services-computer programming services
BY AND AMONGMerger Agreement • October 8th, 2003 • Vixel Corp • Services-computer programming services • Delaware
Exhibit (a)(3) DOCUMENT IS COPIED. LETTER TO STOCKHOLDERS OF VIXEL OCTOBER 15, 2003Merger Agreement • October 15th, 2003 • Vixel Corp • Services-computer programming services
On October 8, 2003, Vixel entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emulex Corporation (“Emulex”) and Aviary Acquisition Corp., a wholly-owned subsidiary of Emulex (the “Purchaser”). Pursuant to the Merger Agreement, the Purchaser today commenced a tender offer (the “Offer”) to purchase all outstanding shares of (i) the Company’s common stock, including the associated preferred stock or other rights issued pursuant to a rights agreement dated November 15, 2000, as amended, and (ii) the Company’s Series B convertible preferred stock (together, the “Shares”), for $10.00 per Share in cash, without interest, subject to the terms and conditions in the Purchaser’s Offer to Purchase and the related Letter of Transmittal that are included in the Purchaser’s offering materials. Pursuant to the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Offer will be followed by a merger (the “Merger”) of the Purchaser with and into the
