EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software • Indiana
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day of August, 2007 (the “Effective Date”) by and between Aprimo, Incorporated, a Delaware corporation (the “Employer”), and Bob Boehnlein (the “Executive”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE APRIMO, INCORPORATED 2007 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software
Name of Optionee: ___________________________ No. of Option Shares: _________________________ Option Exercise Price per Share: $_________________ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: _________________________________ Expiration Date: _____________________________ [up to 10 years (5 if a 10% owner)]
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER APRIMO, INCORPORATED 2007 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software
Name of Optionee: ___________________________ No. of Option Shares: _________________________ Option Exercise Price per Share: $_________________ [FMV on Grant Date] Grant Date: _________________________________ Expiration Date: _____________________________ [No more than 10 years]
THIRD AMENDMENT OF AMENDED AND RESTATED OFFICE LEASEOffice Lease • September 10th, 2007 • Aprimo, INC
THIS THIRD AMENDMENT OF AMENDED AND RESTATED OFFICE LEASE (the “Amendment”) is executed this 31 day of January, 2006, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Landlord”), and APRIMO, INCORPORATED, a Delaware corporation (“Tenant”).
NOTE: The stock option grant below is being issued to you in relation to <<Comments>> APRIMO INCORPORATED INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 10th, 2007 • Aprimo, INC
Grant of Option, You are hereby granted the option to purchase shares of the no par value common shares (the “Common Shares”) of Aprimo, Incorporated, a Delaware corporation (the “Company”), pursuant to the Aprimo Incorporated Employee Stock Option Plan dated November 1, 1998 as it may be amended from time to time (the “Plan”) and this Incentive Stock Option Agreement (the “Agreement”) on the following terms and conditions:
RESTRICTED STOCK AWARD AGREEMENT UNDER THE APRIMO, INCORPORATED 2007 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software
Pursuant to the Aprimo, Incorporated 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Aprimo, Incorporated (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. [The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.]
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE APRIMO, INCORPORATED 2007 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software
Pursuant to the Aprimo, Incorporated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Aprimo, Incorporated (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 10th, 2007 • Aprimo, INC
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 13, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and APRIMO, INCORPORATED, a Delaware corporation with its chief executive office located at 510 East 96th Street, Suite 300, Indianapolis, Indiana 46240 (“Borrower”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software • Delaware
This Agreement made and entered into this day of , (the “Agreement”), by and between Aprimo, Incorporated, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
NETWORK SERVICES AGREEMENTNetwork Services Agreement • November 2nd, 2007 • Aprimo, INC • Services-prepackaged software • Indiana
THIS AGREEMENT, dated September 28, 2000, is entered into by and between One Call Communications, Inc., an Indiana corporation, of 801 Congressional Boulevard, Suite 100, Carmel, Indiana 46032 (hereinafter referred to as “One Call”) and
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 10th, 2007 • Aprimo, INC • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive Santa Clara, California 95054 and with a loan production office located at 230 West Monroe, Suite 720, Chicago,Illinois 60606 (“Bank”) and APRIMO, INCORPORATED, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2007 • Aprimo, INC
THIS AGREEMENT is made as of December 21, 2005, by and among Aprimo, Incorporated, a Delaware corporation (the “Company”), the Persons listed on Schedule I attached hereto as a “Investor” (collectively referred to herein as the “Investors” and individually as an “Investor”), Lighthouse Capital Partners IV, L.P. (“Lighthouse”), Silicon Valley Bank (“SVB”) and ORIX Venture Finance LLC (“ORIX”). The Investors, Lighthouse, SVB and ORIX shall hereinafter be collectively referred to as the “Holders.”
