Standard Contracts
March __, 2002 Witness Systems, Inc. 300 Colonial Center Parkway Roswell, GA 30076-4899 Attn: Loren Wimpfheimer David Gould 1880 Durand Mill Drive Atlanta, GA 30307 Re: David B. Gould Pledge Account No.:xxx Dear Mr. Gould and Mr. Wimpfheimer: This...Pledge Agreement • April 1st, 2002 • Witness Systems Inc • Services-prepackaged software • New York
This letter will document the agreement reached between and among Goldman, Sachs & Co. ("Goldman"), David Gould ("Pledgor"), and Witness Systems, Inc. ("the Secured Party") with regard to the assets in the above-referenced account ("Account") maintained with Goldman, which Account is owned by Pledgor. Pledgor has pledged the assets in the Account, together with all additions thereto and all substitutions and replacements thereof (the "Pledged Assets") to the Secured Party in connection with a loan made by the Secured Party to Pledgor.
ANDRights Agreement • November 4th, 2002 • Witness Systems Inc • Services-prepackaged software • Delaware
FORM OF PROMISSORY NOTEPromissory Note • November 22nd, 1999 • Witness Systems Inc • Georgia
BACKGROUNDRestricted Stock Award Agreement • November 22nd, 1999 • Witness Systems Inc • Georgia
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Company"), and DAVID GOULD ("Executive") is hereby entered into as of the 2nd day of February, 1999 (the...Employment Agreement • November 22nd, 1999 • Witness Systems Inc
WITHLease Agreement • August 11th, 2000 • Witness Systems Inc • Services-prepackaged software • Georgia
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 1999 • Witness Systems Inc • Services-prepackaged software • Delaware
COMMON STOCKUnderwriting Agreement • December 30th, 1999 • Witness Systems Inc • Services-prepackaged software • California
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID GOULDEmployment Agreement • December 13th, 1999 • Witness Systems Inc • Services-prepackaged software
FORM OF STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • November 22nd, 1999 • Witness Systems Inc • Georgia
1 EXHIBIT 10.15 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • December 30th, 1999 • Witness Systems Inc • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER AMONG VERINT SYSTEMS INC. WHITE ACQUISITION CORPORATION AND WITNESS SYSTEMS, INC. Dated as of February 11, 2007Merger Agreement • February 15th, 2007 • Witness Systems Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of February 11, 2007, among Verint Systems Inc., a Delaware corporation (the “Buyer”), White Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (“Acquisition Sub”), and Witness Systems, Inc., a Delaware corporation (the “Company”).
1 EXHIBIT 10.4 [LOGO WITNESS SYSTEMS INC] OPTION AGREEMENT 1. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of this Option Agreement and the Plan, and unless otherwise modified by a written modification signed by the Company and...Option Agreement • March 29th, 2001 • Witness Systems Inc • Services-prepackaged software
OFFICE LEASE BY AND BETWEEN MISSION TOWERS, LLC, a Delaware limited liability company, as Landlord and WITNESS SYSTEMS, INC., a Delaware corporation, as Tenant For Premises in Suite 500, 3979 Freedom Circle Drive, Santa Clara, CaliforniaOffice Lease • March 16th, 2005 • Witness Systems Inc • Services-prepackaged software • Delaware
THIS OFFICE LEASE ("Lease") is entered and dated for reference purposes only as February , 2005, by and between "Landlord" and "Tenant" (as such terms are defined below).
WITNESSETH:Registration Rights Agreement • December 13th, 1999 • Witness Systems Inc • Services-prepackaged software • Georgia
FORM OF ACCEPTANCE AND AUTHORITY Recommended Cash Offer by GOLDMAN SACHSINTERNATIONAL on behalf of WITNESS SYSTEMS, Inc. and (in the United States) by WITNESS SYSTEMS, Inc. for EYRETEL plcForm of Acceptance • March 3rd, 2003 • Witness Systems Inc • Services-prepackaged software
This Form of Acceptance, which relates to the Offer, should be read in conjunction with the accompanying offer document dated 28 February 2003 (the "Offer Document"). The definitions used in the Offer Document apply in this Form of Acceptance. The provisions of Parts A, B and C of Appendix I to the Offer Document are deemed to be incorporated in and form part of this Form of Acceptance and should be read carefully by each Eyretel Shareholder.
FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 9th, 2006 • Witness Systems Inc • Services-prepackaged software
IN WITNESS WHEREOF, the undersigned Company and the Executive have hereunto set forth their hands and seals as of this day of , 2005.
FORM OF CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 5th, 2004 • Witness Systems Inc • Services-prepackaged software • Georgia
This CHANGE OF CONTROL AGREEMENT is made and entered into as of the Effective Date by and between Witness Systems, Inc. (the "Company"), and [INSERT] (the "Executive").
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 10th, 2004 • Witness Systems Inc • Services-prepackaged software
This Loan Modification Agreement is entered into as of January 8, 2004 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG WITNESS SYSTEMS, INC., BARON ACQUISITION CORPORATION, BLUE PUMPKIN SOFTWARE, INC., and, solely with respect to Article VIII and Article IX, LAURENCE R. HOOTNICK as SHAREHOLDER AGENT and THE U.S....Merger Agreement • January 27th, 2005 • Witness Systems Inc • Services-prepackaged software • New York
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of December 16, 2004 by and among WITNESS SYSTEMS, INC., a Delaware corporation (“Parent”), BARON ACQUISITION CORPORATION, a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), BLUE PUMPKIN SOFTWARE, INC., a California corporation (the “Company”), and solely with respect to Article VIII and Article IX, LAURENCE R. HOOTNICK, as Shareholder Agent and The U.S. STOCK TRANSFER CORPORATION, as Depository Agent.
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 15th, 2004 • Witness Systems Inc • Services-prepackaged software
This Loan Modification Agreement is entered into as of May 14, 2003 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3343 Peachtree Road, Suite 312, Atlanta, GA 30326.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • November 13th, 2002 • Witness Systems Inc • Services-prepackaged software
This Loan Modification Agreement is entered into as of November , 2002 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower") whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3343 Peachtree Road, Suite 312, Atlanta, GA 30326.
ADDENDUM TO THE STOCK OPTION GRANT CERTIFICATE OFStock Option Grant Certificate Addendum • December 13th, 1999 • Witness Systems Inc • Services-prepackaged software
NINTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 9th, 2006 • Witness Systems Inc • Services-prepackaged software
This Ninth Loan Modification Agreement (this “Agreement”) is entered into as of March 9, 2006 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 15th, 2007 • Witness Systems Inc • Services-prepackaged software • Delaware
This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of February 11, 2007, between Witness Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor in interest to SunTrust Bank), a Delaware corporation (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Rights Agreement dated as of October 25, 2002, between the parties hereto (the “Rights Agreement”).
FIFTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 10th, 2004 • Witness Systems Inc • Services-prepackaged software
This Loan Modification Agreement is entered into as of March 10, 2004 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
1 EXHIBIT 10.13 GREYROCK CAPITAL, A BANK OF AMERICA COMPANY LOAN AND SECURITY AGREEMENT BORROWER: WITNESS SYSTEMS, INC. ADDRESS: 1105 SANCTUARY PARKWAY SUITE 210 ALPHARETTA, GEORGIA 30004 DATE: JUNE 24, 1999 This Loan and Security Agreement is entered...Loan and Security Agreement • November 22nd, 1999 • Witness Systems Inc • California
AGREEMENT FOR UNDERLEASE -of- 1st and 2nd Floor, Kings Court, Wings B & C, Kingston Road, Leatherhead, SurreyAgreement for Underlease • March 15th, 2004 • Witness Systems Inc • Services-prepackaged software
Cornhill Insurance Plc (Company Registration No. 84638) whose registered office is at 32 Cornhill London EC3V 3LJ (hereinafter called "the Landlord") and
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 16th, 2005 • Witness Systems Inc • Services-prepackaged software
This Sixth Loan Modification Agreement (this "Agreement") is entered into as of January 12, 2005 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
TENTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 2nd, 2007 • Witness Systems Inc • Services-prepackaged software
This Tenth Loan Modification Agreement (this “Agreement”) is entered into as of March 8, 2007 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
NICHOLAS DISCOMBE WITNESS SYSTEMS INC.Service Agreement • August 14th, 2003 • Witness Systems Inc • Services-prepackaged software • England
4,100,000 Shares Witness Systems, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2005 • Witness Systems Inc • Services-prepackaged software • New York
Witness Systems, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for which you are acting as representatives (the “Representatives”) an aggregate of 4,100,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 par value (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 615,000 additional shares of Common Stock (the “Option Shares”) as set forth below.
EIGHTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 9th, 2005 • Witness Systems Inc • Services-prepackaged software
This Eighth Loan Modification Agreement (this “Agreement”) is entered into as of March 31, 2005 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • January 9th, 2007 • Witness Systems Inc • Services-prepackaged software • Georgia
This Separation and Release Agreement (“Agreement”) by and between David Gould (“Mr. Gould”), a resident of Atlanta, Georgia, and Witness Systems, Inc. (the “Company”), a Delaware corporation, is effective this 3rd day of January, 2007.
LOAN AND SECURITY AGREEMENT by and between WITNESS SYSTEMS, INC., as Borrower and SILICON VALLEY BANK, as Bank APRIL 3, 2002Loan and Security Agreement • November 13th, 2002 • Witness Systems Inc • Services-prepackaged software • Georgia
THIS LOAN AND SECURITY AGREEMENT dated April 3, 2002, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and having a loan production office at 3343 Peachtree Road, NE, Suite 312, Atlanta, Georgia 30326 and WITNESS SYSTEMS, INC., a corporation organized and in good standing in the State of Delaware ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia, 30076 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
