EXHIBIT 10.1 MOTIVE COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of April ____, 2000 between Motive Communications, Inc., a Delaware corporation ("the Company"), and...Indemnification Agreement • July 13th, 2000 • Motive Communications Inc
EXHIBIT 1.1 _______________ Shares/1/ MOTIVE COMMUNICATIONS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT /1/ Insert number of shares to be sold (not including green shoe).Underwriting Agreement • August 3rd, 2000 • Motive Communications Inc • Services-prepackaged software • New York
Exhibit 4.2 MOTIVE COMMUNICATIONS, INC. COMMON STOCK PURCHASE AGREEMENT APRIL 7, 2000 TABLE OF CONTENTS ------------------Common Stock Purchase Agreement • July 13th, 2000 • Motive Communications Inc • Delaware
BETWEENLease Agreement • July 13th, 2000 • Motive Communications Inc • Texas
EXHIBIT 4.1 THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MOTIVE COMMUNICATIONS, INC.Investors' Rights Agreement • August 29th, 2000 • Motive Communications Inc • Services-prepackaged software • Delaware
EXHIBIT 10.10 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been...Software License Agreement • January 10th, 2001 • Motive Communications Inc • Services-prepackaged software • Texas
BETWEENLease Agreement • July 13th, 2000 • Motive Communications Inc
MOTIVE COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2003 • Motive Inc • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between Motive Communications, Inc., a Delaware corporation (“the Company”), and (“Indemnitee”).
MOTIVE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2006 • Motive Inc • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 20, 2006 between Motive, Inc., a Delaware corporation (“the Company”), and Alfred T. Mockett (“Indemnitee”).
Shares MOTIVE, INC. COMMON STOCK, PAR VALUE $0.001 UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2004 • Motive Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG LUCENT TECHNOLOGIES INC., MAGIC ACQUISITION SUBSIDIARY INC. and MOTIVE, INC. Dated as of June 16, 2008Merger Agreement • June 17th, 2008 • Motive Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2008, by and among LUCENT TECHNOLOGIES INC., a Delaware corporation (“Parent”), MAGIC ACQUISITION SUBSIDIARY INC., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Purchasers”), and MOTIVE, INC., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)Loan and Security Agreement • July 11th, 2008 • Motive Inc • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (“EX-IM AGREEMENT”) dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), California corporation, and MOTIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2008 • Motive Inc • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is entered into this 7th day of December 2007 (the “Effective Date”), by and between Anna E. Clepper (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
LOGO OF MERCURY INTERACTIVE] CORPORATE PARTNERING INBOUND OEM SOFTWARE LICENSE AGREEMENTOem Software License Agreement • May 14th, 2004 • Motive Inc • Services-prepackaged software • New York
THIS CORPORATE PARTNERING INBOUND OEM SOFTWARE LICENSE AGREEMENT (the “ Agreement”) is entered into by and between Mercury Interactive (Israel) Ltd. (“Mercury Interactive”), an Israeli corporation with its principal place of business at 19 Shabazi Street, Yehud 56100, Israel, and Motive Communications, Inc. (“Licensor”), a Delaware, USA corporation with its principal place of business at 12515 Research Blvd., Building 5, Austin, TX 78759. This Agreement shall be effective as of June 30, 2003 (“Effective Date”), and if no date is filled in, then the Effective Date shall be the date of execution by the second Party. Mercury Interactive and Licensor are sometimes referred to herein individually as a “Party” or collectively as “the Parties”.
OEM CUSTOMERSLicense Agreement • January 10th, 2001 • Motive Communications Inc • Services-prepackaged software • New York
SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware
THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 24, 1999, by and among Motive Communications. Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 9th, 2003 • Motive Inc • Services-prepackaged software • Texas
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of January 17, 2003 by and among Motive Communications, Inc., a Delaware corporation (“Acquiror”), and Kenny Van Zant (the “Founder”).
EXHIBIT 10.8 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been...Distribution Agreement • January 10th, 2001 • Motive Communications Inc • Services-prepackaged software
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 11th, 2008 • Motive Inc • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and MOTIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MOTIVE, INC. STOCK OPTION TERMINATION AGREEMENTStock Option Termination Agreement • June 17th, 2008 • Motive Inc • Services-prepackaged software
This Stock Option Termination Agreement is made and entered into as of June 16, 2008, by and between Motive, Inc., a Delaware corporation (the “Company”), and each of the undersigned individuals (individually, an “Optionee,” and collectively, the “Optionees”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2008 • Motive Inc • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is entered into this day of 2008, by and between Markus Remark (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASECompromise Settlement Agreement • March 17th, 2008 • Motive Inc • Services-prepackaged software • Texas
This Compromise Settlement Agreement and Mutual Release (the “Agreement”) is made by and between Motive, Inc. (“Motive”), Scott L. Harmon, Paul M. Baker, R. Logan Wray, Scott D. Abel, and Douglas F. McNary (collectively, the “Officers”); Eric L. Jones, Michael LaVigna, Michael J. Maples, Tom Meredith, David Sikora, John D. Thornton, Virginia Gambale, and Harvey White (collectively, the “Directors”) (and collectively, Motive, the Officers and the Directors are referred to herein as the “Motive Parties”) and Genesis Insurance Company (“Genesis”). All of the preceding individuals and entities are sometimes collectively referred to herein as the “Parties” or each separately as a “Party.”
MOTIVE COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2003 • Motive Inc • Services-prepackaged software • California
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of June 30, 2003, by and between COMERICA BANK-CALIFORNIA (“Bank”) and MOTIVE COMMUNICATIONS, INC. (“Borrower”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2004 • Motive Inc • Services-prepackaged software
This First Amendment to Second Amended and Restated Loan and Security Agreement is entered into as of December 29, 2003 (the “Amendment”), by and between COMERICA BANK (“Bank”) and MOTIVE, INC. (fka MOTIVE COMMUNICATIONS, INC.), a Delaware corporation (“Borrower”).
MOTIVE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 21st, 2006 • Motive Inc • Services-prepackaged software • Texas
LOAN AND SECURITY AGREEMENT MOTIVE, INC.Loan and Security Agreement • December 13th, 2004 • Motive Inc • Services-prepackaged software • Texas
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, and having a loan production office at 7000 North MoPac Expressway, Suite 360, Austin, Texas 78731, and MOTIVE, INC. (“Borrower”), whose address is 12515 Research Boulevard, Building 5, Austin, TX 78759, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
BONUS AGREEMENTBonus Agreement • December 9th, 2003 • Motive Inc • Services-prepackaged software • Texas
This Bonus Agreement (this “Agreement”) is entered into as of January 24, 2003 (the “Effective Date”), by and between Motive Communications, Inc., a Delaware corporation (the “Company”), and R. Logan Wray (“Executive”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2004 • Motive Inc • Services-prepackaged software
This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 30, 2004, by and between COMERlCA BANK (“Bank”) and MOTIVE, INC. (“Borrower”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 17th, 2008 • Motive Inc • Services-prepackaged software
This Supplemental Agreement is made by and between Genesis Insurance Company (“Genesis”) and Motive Inc., together with any successors, (collectively, “Motive”). Motive and Genesis may be referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2006 • Motive Inc • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is entered into this 8th day of December, 2005 (the “Effective Date”), by and between April B. Downing (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.
ADDENDUM NO. 1 TO EXHIBIT A LICENSOR SOFTWARE AND ROYALTY SCHEDULELicensing Agreements • April 9th, 2004 • Motive Inc • Services-prepackaged software
THIS Addendum No. 1 (“Addendum”), with an Effective Date as of the last date this document is signed below, hereby documents some additional or clarified terms to Exhibit A, Licensor Software And Royalty Schedule that is part of the CORPORATE PARTNERING INBOUND OEM SOFTWARE LICENSE AGREEMENT (the “Agreement”) entered into by and between Mercury Interactive (Israel) Ltd. (“Mercury”) and Motive Communications, Inc. (“Motive”) on June 30, 2003 (the “Agreement”).
MOTIVE, INC. RESTRICTED STOCK AGREEMENT PURSUANT TO AMENDED AND RESTATED EQUITY INCENTIVE PLANRestricted Stock Agreement • January 17th, 2006 • Motive Inc • Services-prepackaged software • Texas
This Restricted Stock Agreement (“Agreement”) is between MOTIVE, INC., a Delaware corporation (the “Company”) and (the “Grantee”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of Common Shares (as defined in the MOTIVE, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN (the “Plan”), such Common Shares comprising this Award referred to herein as “Restricted Stock”) awarded to the Grantee on (the “Award Date”), such number of shares subject to adjustment as provided in Article 11 of the Plan, and further subject to the following terms and conditions:
CASH AWARD AGREEMENT KEY EMPLOYEE INCENTIVE BONUS PLAN OF MOTIVE, INC.Cash Award Agreement • May 31st, 2007 • Motive Inc • Services-prepackaged software • Delaware
This Cash Award Agreement (this “Agreement”) is made and entered into by and between Motive, Inc., a Delaware corporation (the “Company”), and (the “Participant”) as of May 29 , 2007 (the “Award Date”).
MOTIVE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 21st, 2006 • Motive Inc • Services-prepackaged software • Texas
MOTIVE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT JUNE 6, 1997Stock Purchase Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT is made as of June 6, 1997, by and among Motive Software, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
