SuccessFactors, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 26th, 2009 • SuccessFactors, Inc. • Services-prepackaged software • New York
SuccessFactors, 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”) an aggregate of 12,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,800,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Shares SUCCESSFACTORS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2007 • SuccessFactors, Inc. • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. J.P. Morgan Securities Inc. JMP Securities LLC Pacific Crest Securities Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036
AGREEMENT AND PLAN OF MERGER DECEMBER 3, 2011 Among SAP AMERICA, INC., SATURN EXPANSION CORPORATION, SUCCESSFACTORS, INC.Merger Agreement • December 5th, 2011 • SuccessFactors, Inc. • Services-prepackaged software
This AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2011 (this Agreement), is by and among SAP America, Inc., a Delaware corporation (Parent), Saturn Expansion Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the Purchaser), SuccessFactors, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Shares SUCCESSFACTORS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2008 • SuccessFactors, Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Goldman, Sachs & Co. (“Goldman Sachs” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SuccessFactors, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
EXECUTION COPYMerger Agreement • July 22nd, 2010 • SuccessFactors, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 3, 2010 (the “Agreement Date”), by and among SuccessFactors, Inc., a Delaware corporation
MUTUAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSMutual Separation Agreement • December 13th, 2010 • SuccessFactors, Inc. • Services-prepackaged software
Vicki Bernholz ("Executive") is currently employed by SuccessFactors, Inc. (the "Company") as its Chief People Officer. Executive and the Company are parties to an Offer of Employment dated July 23, 2009 (the "Offer Letter Agreement"). The Company and Executive have decided to enter into this mutual separation agreement. It is the Company's desire to provide Executive with certain benefits in connection with such separation and to resolve any claims that Executive has or may have against the Company. Accordingly, Executive and the Company agree to the terms as set forth in this Mutual Separation Agreement and General Release of Claims (the "Agreement"). This Agreement will become effective on the eighth (8th) day after it is signed by Executive (the "Effective Date"), provided that Executive has not revoked this Agreement in writing prior to the Effective Date.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
THIS LOAN AND SECURITY AGREEMENT NO. 5271 (this “Agreement”) is entered into as of June 7, 2006, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and SUCCESS ACQUISITION CORPORATION, a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 20th, 2007 • SuccessFactors, Inc. • Delaware
This Indemnity Agreement (this “Agreement”), dated as of _, 2007, is made by and between SuccessFactors, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 22nd, 2011 • SuccessFactors, Inc. • Services-prepackaged software • California
This Executive Employment Agreement (the “Agreement”) is made and entered into on July 20, 2011, with an effective date of May 11, 2011 (“Effective Date”), by and between SuccessFactors, Inc., a Delaware corporation (the “Company”), and Lars Dalgaard (the “Executive”).
SHARE PURCHASE AGREEMENT by and among SUCCESSFACTORS, INC., THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS SELLING SHAREHOLDERS AND GUARANTORS, and MATHIEU ELLERBY, AS SHAREHOLDERS' AGENT Dated as of February 4, 2010Share Purchase Agreement • February 9th, 2010 • SuccessFactors, Inc. • Services-prepackaged software • Queensland
SUCCESS ACQUISITION CORPORATION SERIES D PREFERRED STOCK PURCHASE AGREEMENT February 11, 2005Series D Preferred Stock Purchase Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This Series D Preferred Stock Purchase Agreement (this “Agreement”) is made as of February 11, 2005, by and among Success Acquisition Corporation, a Delaware corporation (the “Company”) and the purchasers of the Company’s Series D Preferred Stock listed on Exhibit A, hereto who are signatories to this Agreement (the “Purchasers”).
SUCCESS ACQUISITION CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT May 19, 2006Series E Preferred Stock Purchase Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This Series E Preferred Stock Purchase Agreement (this “Agreement”) is made as of May 19, 2006, by and among Success Acquisition Corporation, a Delaware corporation (the “Company”) and the purchasers of the Company’s Series E Preferred Stock listed on Exhibit A hereto who are signatories to this Agreement (the “Purchasers”).
July 19, 2007 Lars Dalgaard President and Chief Executive Officer SuccessFactors, Inc. 1500 Fashion Island Blvd, Suite 300 San Mateo, CA 94404 Dear Lars:Employment Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
On behalf of SuccessFactors, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company, effective as of July 19, 2007 (the “Employment Date”), and supersedes all prior agreements and understandings concerning the terms of your employment.
SUCCESS ACQUISITION CORPORATION FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 19, 2006Investor Rights Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is made effective as of May 19, 2006, by and among Success Acquisition Corporation, a Delaware corporation (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto as Exhibit A who are signatories to this Agreement (the “Purchasers”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among SuccessFactors, INC. PUMA MERGER SUB CORP., PUMA MERGER SUB I LLC, PLATEAU SYSTEMS HOLDINGS, INC. PLATEAU SYSTEMS, Ltd. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDERS’ AGENT...Agreement and Plan of Merger • June 30th, 2011 • SuccessFactors, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 28, 2011, by and among SuccessFactors, Inc., a Delaware corporation (“Acquirer”), Puma Merger Sub Corp., a Delaware corporation and directly wholly-owned subsidiary of Acquirer (“Sub I”), Puma Merger Sub I LLC, a Delaware limited liability company and directly wholly-owned subsidiary of Acquirer (“Sub II,” and together with Sub I, “Merger Subs”), Plateau Systems, Ltd., a Delaware corporation (the “Company”), Plateau Systems Holdings, Inc., a Delaware corporation (“Holdco”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Agent (as defined in Section 8.7). The capitalized terms used but not defined in this Agreement have the definitions ascribed to such terms in Exhibit A hereto.
SUCCESSFACTORS, INC. NOTICE OF GRANTPerformance Share Unit Agreement • July 22nd, 2011 • SuccessFactors, Inc. • Services-prepackaged software • Delaware
This Agreement evidences the grant by SuccessFactors, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Performance Restricted Stock Unit Award (the “Award”) of the target number of performance share units (“PSUs”) listed below (“Target Number of PSUs”) up to the maximum number of performance share units listed below (“Maximum Number of PSUs”) for the Performance Period listed below (the “Performance Period”). Each PSU represents the right to receive one share of the Company’s common stock (“Common Stock”). This Award is subject to the terms and conditions specified in the Company’s 2007 Equity Incentive Plan (the “Plan”) and in this Agreement (consisting of this Notice of Grant and Exhibit A). Terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.
SUCCESSFACTORS, INC. LETTERHEAD]Employment Agreement • May 28th, 2010 • SuccessFactors, Inc. • Services-prepackaged software
Reference is made to the offer letter by and between you and SuccessFactors, Inc. (the "Company") dated August 28, 2007 (the "Offer Letter"). By signing below, you hereby acknowledge and agree that the Offer Letter is amended as set forth in this letter agreement (this "Agreement"). Except as specifically amended by this Agreement, the Offer Letter continues in full force and effect.
PREFERRED STOCK PURCHASE WARRANTPreferred Stock Purchase Warrant • July 20th, 2007 • SuccessFactors, Inc. • California
WARRANT TO PURCHASE PREFERRED STOCK OF SUCCESS ACQUISITION CORPORATION Issued on April 19, 2007Warrant Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This certifies that for good and valuable consideration, KarrScheffel is entitled, subject to the terms and conditions of this Warrant, to purchase from Success Acquisition Corporation, a Delaware corporation (the “Company”), with principal offices at 999 Baker Way, Suite 500, San Mateo, CA 94404, at any time or from time to time prior to the earlier to occur of (i) a Liquidation Event, (ii) an Initial Public Offering, or (iii) 5:00 p.m. Pacific time on April 19, 2012 (the “Expiration Date”), up to that number of shares of Warrant Stock (as defined below) as may be purchased for the Maximum Purchase Amount at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Warrant Stock so purchased in accordance with the terms hereof. The Warrant Price and th
Re: Lease dated as of August 24, 2006 (the “Lease”), by and between CLPF - BridgePointe, L.P., a Delaware Limited Partnership (“Landlord”), and Success Acquisition Corporation, a Delaware corporation, dba SuccessFactors (“Tenant”) for approximately...Lease Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
FUNDAMENTAL LEASE PROVISIONS. This Lease is made and entered into as of August 24, 2006, by and between CLPF-BridgePointe, L.P., a Delaware Limited Partnership (“Landlord”) and the Tenant designated in Section 1.1 of these Fundamental Lease Provisions (the “FLP”).
e-business Hosting AgreementE-Business Hosting Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This e-business Hosting Agreement (“Agreement”) between International Business Machines Corporation (“IBM”) and Successfactors (“Customer”), sets forth the terms and conditions under which IBM will provide web hosting and related services (“Services”) to Customer. The Agreement includes the terms and conditions and the documents referenced herein (“Base Terms”), e-business hosting services order forms accepted by IBM (“Order Forms”), and applicable attachments referenced in Exhibit A of such Order Forms (“Attachments”) including Attachments for Services options selected by Customer (“Service Option Attachments”). In the event of a conflict between the Base Terms and an Attachment or an Order Form, the Base Terms will prevail, except where an Attachment, Order Form, or a provision contained therein expressly states that it will prevail over the Base Terms.
SUCCESS ACQUISITION CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT May 7, 2004Series C Preferred Stock Purchase Agreement • July 20th, 2007 • SuccessFactors, Inc. • California
This Series C Preferred Stock Purchase Agreement (this “Agreement”) is made as of May 7, 2004, by and among Success Acquisition Corporation, a Delaware corporation (the “Company”) and the purchasers of the Company’s Series C Preferred Stock listed on Exhibit A hereto who are signatories to this Agreement (the “Purchasers”).
