Demandware, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 20th, 2013 • Demandware Inc • Services-computer programming services • New York
Demandware, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Barclays Capital Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 2,500,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company (the “Company Firm Shares”) and, at the election of the Underwriters, up to 496,515 additional shares of Stock (the “Optional Shares”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 810,098 shares of Stock (the “Stockholder Firm Shares” and together with the Company Firm Shares, collectively the “Firm Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase
Demandware, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 14th, 2011 • Demandware Inc • Services-computer programming services • New York
Demandware, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives” or “you”), an aggregate of shares (the “Firm Shares”) of Common Stock of the Company, par value $0.01 per share (“Stock”), and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
DEMANDWARE, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2012 • Demandware Inc • Services-computer programming services • Delaware
This Agreement is made as of the _____ day of _______ 2012 by and between Demandware, Inc., a Delaware corporation (the “Corporation), and _________________ (the “Indemnitee”), a director or officer of the Corporation.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2016 • Demandware Inc • Services-computer programming services • Delaware
This Agreement is made as of the ___ day of _________, 20__ by and between Demandware, Inc., a Delaware corporation (the “Corporation”), and ______________ (the “Indemnitee”), a director or officer of the Corporation.
Incentive Stock Option Agreement under the Demandware, Inc.Incentive Stock Option Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware
Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to t
DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive PlanIncentive Stock Option Agreement • August 4th, 2015 • Demandware Inc • Services-computer programming services • Delaware
This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2012 Stock Incentive Plan (the “Plan”), a total of shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on , 20 (the “Final Exercise Date”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 13, 2009 is entered into by and among (i) Demandware, Inc., a Delaware corporation (the “Company”), (ii) the Founder and (iii) the persons listed as “Purchasers” on the signature pages hereto (the “Purchasers”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SUBSCRIPTION AGREEMENTMaster Subscription Agreement • January 13th, 2012 • Demandware Inc • Services-computer programming services
This Master Subscription Agreement (“Agreement”) is entered into and effective as of June 2nd 2008 (the “Effective Date”) by and between Demandware, Inc. having its principal place of business at 10 Presidential Way, Woburn, MA 01801, U.S.A. (“Demandware” or “DW”) and neckermann.de GmbH, having its principal place of business at Hanauer Landstrasse 360, D-60386 Frankfurt am Main, Germany (“Customer” or “neckermann.de”).
LEASE Between Burlington Office Park V Limited Partnership and Demandware, Inc., a Delaware corporation for 31,546 Rentable Square Feet within Five Wall Street Burlington, MassachusettsLease Agreement • July 15th, 2011 • Demandware Inc • Massachusetts
Each reference in this Lease to any of the following subjects shall incorporate the data stated for that subject in this Section 1.1.
Restricted Stock Agreement under the Demandware, Inc.Restricted Stock Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware
Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $60,000.00 in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar ch
DEMANDWARE, INC. Restricted Stock Agreement Granted Under 2012 Stock Incentive PlanRestricted Stock Agreement • February 15th, 2012 • Demandware Inc • Services-computer programming services • Delaware
Demandware, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2012 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.
Non-Qualified Stock Option Agreement under the Demandware, Inc.Non-Qualified Stock Option Agreement • July 15th, 2011 • Demandware Inc • Delaware
Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from t
DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive PlanIncentive Stock Option Agreement • February 15th, 2012 • Demandware Inc • Services-computer programming services
DEMANDWARE, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive PlanNonstatutory Stock Option Agreement • February 15th, 2012 • Demandware Inc • Services-computer programming services
DEMANDWARE, INC. Burlington, MA 01803 August 16, 2011Change in Control / Severance Agreement • November 4th, 2014 • Demandware Inc • Services-computer programming services
This Letter Agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the letter regarding acceleration of vesting between you and the Company dated April 4, 2011 and your offer letter dated January 28, 2011 and to any prior agreement, written or oral, regarding your employment with the Company (collectively, the “Prior Agreements”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreements in their entirety and the Prior Agreements shall no longer be of any force or effect.
AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., AUGUSTA AC CORP., TOMAX CORPORATION and SOLELY IN HIS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, WILLIAM KENNEDY Dated as of January 9, 2015Merger Agreement • January 12th, 2015 • Demandware Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 9, 2015, by and among Demandware, Inc., a Delaware corporation (the “Buyer”); Augusta AC Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Buyer (the “Merger Sub”); Tomax Corporation, a Delaware corporation (the “Company”); and, solely for purposes of being bound by Section 2.4, Article VIII, Article IX, Article X and Article XI and solely in such Person’s capacity as the Company Equityholder Representative, William Kennedy (the “Company Equityholder Representative”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 15th, 2011 • Demandware Inc • Delaware
This Indemnification Agreement (the “Agreement”) is made as of August 4, 2004, by and between Demandware, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
DEMANDWARE, INC. Burlington, MA 01803 September 15, 2011Change in Control / Severance Agreement • September 16th, 2011 • Demandware Inc • Services-computer programming services
This Letter Agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated October 28, 2005, and to any prior agreement, written or oral, regarding your employment with the Company (collectively, the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.
SUBLEASE AGREEMENTSublease Agreement • March 2nd, 2015 • Demandware Inc • Services-computer programming services • Massachusetts
Each reference in this Lease to any of the following subjects shall incorporate the data stated for that subject in this Section 1.1.
July 29, 2010 Stephan Schambach Concord, MA 01742Consulting Services Agreement • July 15th, 2011 • Demandware Inc
As per our discussions and agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provide to Demandware once your employment has terminated.
ContractWarrant Agreement • July 15th, 2011 • Demandware Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
DEMANDWARE, INC. Burlington, MA 01803Change in Control / Severance Agreement • November 2nd, 2015 • Demandware Inc • Services-computer programming services
This letter agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to prior agreements, written or oral, regarding your employment with the Company, including your letter agreement dated February 16, 2012, the “Prior Agreement”). Upon your execution of this Letter and as of June 26, 2015, the effective date of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect; provided, however that any stock options or stock awards previously granted to you, any vacation accruals and carryovers, and any employee benefit plan enrollments, including the Demandware 401(k) plan, shall remain in full force and effect.
AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., DYNASTY ACQUISITION CORP., and SALESFORCE.COM, INC. Dated as of May 31, 2016Merger Agreement • June 1st, 2016 • Demandware Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 31st day of May, 2016, by and among salesforce.com, inc., a Delaware corporation (the “Parent”), Dynasty Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Demandware, Inc., a Delaware corporation (the “Company”).
Incentive Stock Option Agreement Granted Under 2012 Stock Incentive PlanIncentive Stock Option Agreement • April 28th, 2016 • Demandware Inc • Services-computer programming services • Delaware
This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2012 Stock Incentive Plan (the “Plan”), a total of shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on , 20 (the “Final Exercise Date”).
DEMANDWARE, INC. Burlington, MA 01803 August 22, 2011Change in Control / Severance Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services
This Amended and Restated Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated February 11, 2010 (the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.
FIRST AMENDMENT TO LEASELease • June 9th, 2016 • Demandware Inc • Services-computer programming services
In accordance with the provisions of Massachusetts General Laws (Ter. Ed.) Chapter 183, Section 4, as amended, notice is hereby given of a certain lease (as amended, the “Lease”) dated as of May 28, 2010 by and between Piedmont Office Realty Trust, as successor in interest to Burlington Office Park V Limited Partnership (hereinafter referred to as “Landlord”) and Demandware, Inc., a Massachusetts corporation (hereinafter referred to as “Tenant”).
July 29, 2010 Stephan SchambachChange in Status/Consulting Services Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services
As per our discussions and agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provide to Demandware once your employment has terminated.
SUBLEASESublease • August 5th, 2014 • Demandware Inc • Services-computer programming services • Massachusetts
Each reference in this Lease to any of the following subjects shall incorporate the data stated for that subject in tins Section 1.1.
DEMANDWARE, INC. Burlington, MA 01803Change in Control / Severance Agreement • November 2nd, 2015 • Demandware Inc • Services-computer programming services
This Offer Letter (the "Letter") sets forth the terms of your employment with Demandware, Inc. (the "Company"). Reference is made to the offer letter between you and the Company dated January 3, 2013, and any prior agreement, written or oral, regarding your employment with the Company, the "Prior Agreement". Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.
DEMANDWARE, INC. Burlington, MA 01803 August 16, 2011Change in Control / Severance Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services
This Offer Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated August 4, 2004, and to any prior agreement, written or oral, regarding your employment with the Company (collectively, the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.
June 10, 2016 Dear Stockholder:Merger Agreement • June 10th, 2016 • Demandware Inc • Services-computer programming services
Confidential February 10, 2014 By Hand Scott J. DussaultTransition and Separation Letter • March 3rd, 2014 • Demandware Inc • Services-computer programming services • Massachusetts
As we have discussed, your employment with Demandware, Inc. (the “Company”) will end as of June 6, 2014 (the “termination date”). In connection with your employment termination, you will be eligible to receive the severance benefits described in Section 3 of this letter agreement if you timely sign and return this letter agreement to Sheila Flaherty at 5 Wall Street, Burlington, MA 01803 no later than February 18, 2014 and you timely sign and return the release of claims (the “Release”) in Annex A immediately following, and not before, the close of business on the termination date. By timely signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered sections below. The Release will also be a binding agreement with the Company seven days after you sign it, except as provided in the Release under Acknowledgement and Revocation. Therefore, you are advised to consult
