1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 14th, 1997 • Brooktrout Technology Inc • Telephone & telegraph apparatus • Massachusetts
by and among BTGP, INC. andAsset Purchase Agreement • December 29th, 1998 • Brooktrout Technology Inc • Telephone & telegraph apparatus • New York
1 EXHIBIT 10.2 ARTICLE I - BASIC LEASE PROVISIONS Each reference in this Lease to titles or terms contained in Article I shall be deemed to incorporate the applicable definitions or data. The Exhibits attached to this Lease are incorporated by...Letter Agreement • March 30th, 1999 • Brooktrout Technology Inc • Telephone & telegraph apparatus • Massachusetts
andShareholder Rights Agreement • September 14th, 1998 • Brooktrout Technology Inc • Telephone & telegraph apparatus • Massachusetts
STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT, dated as of August 18, 2005 (this "Agreement"), between the stockholder identified on the signature page hereto (the "Stockholder"), and EAS Group, Inc., a Delaware corporation ("Buyer")....Stockholder Voting Agreement • September 13th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
WITNESSETH:Assignment and Assumption of Lease • March 30th, 1999 • Brooktrout Technology Inc • Telephone & telegraph apparatus • California
Exhibit 10.16 BROOKTROUT, INC. EXECUTIVE RETENTION AGREEMENT This Executive Retention Agreement, by and between Brooktrout, Inc., a Massachusetts corporation (the "Company"), and Ronald J. Bleakney (the "Executive") is made as of March 16, 2005 (the...Executive Retention Agreement • March 16th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
2 TECHNOLOGY TRANSFER AGREEMENT TABLE OF CONTENTSTechnology Transfer Agreement • December 29th, 1998 • Brooktrout Technology Inc • Telephone & telegraph apparatus
andShareholder Rights Agreement • September 14th, 1998 • Brooktrout Technology Inc • Telephone & telegraph apparatus • Massachusetts
Exhibit 5 NONRECOURSE PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • September 13th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among EAS GROUP, INC. XL ACQUISITION CORP. and BROOKTROUT, INC. Dated as of August 18, 2005Agreement and Plan of Merger • August 19th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 18, 2005, by and among EAS Group, Inc., a Delaware corporation (the “Buyer”), XL Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Brooktrout, Inc., a Massachusetts corporation (the “Company”).
EXHIBIT 10.13 BROOKTROUT, INC. 2001 STOCK OPTION AND INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 16th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus
AMONG EYAK, INC.,Agreement and Plan of Merger • April 25th, 2001 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among EAS GROUP, INC. XL ACQUISITION CORP. and BROOKTROUT, INC. Dated as of August 18, 2005Agreement and Plan of Merger • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 18, 2005, by and among EAS Group, Inc., a Delaware corporation (the “Buyer”), XL Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Brooktrout, Inc., a Massachusetts corporation (the “Company”).
1 EXHIBIT 10.4 STANDARD TENANT LEASE THIS AGREEMENT OF LEASE made this 15th day of August, 1995 between Pacific Gateway Properties, Inc. ("Landlord"), having an office at 101 Spear Street, Suite 215, San Francisco, California, and Brooktrout...Tenant Lease • March 30th, 1999 • Brooktrout Technology Inc • Telephone & telegraph apparatus
Exhibit 3 NONRECOURSE PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • September 13th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
BROOKTROUT, INC. 2001 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTOption and Incentive Plan Incentive Stock Option Agreement • September 24th, 2004 • Brooktrout Inc • Telephone & telegraph apparatus
Pursuant to its 2001 Stock Option and Incentive Plan (the “Plan”), Brooktrout, Inc. (the “Company”) hereby grants to [ ] (the “Optionee”) an Option (the “Option”) to purchase, on or prior to [ ] (the “Expiration Date”), all or any part of [ ] shares of Common Stock of the Company, par value $0.01 per share (the “Option Shares”) at a price of $[ ] per share in accordance with the schedule set forth in Section 1 hereof and subject to the terms and conditions set forth hereinafter and in the Plan. This Option shall be construed in a manner to qualify it as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the terms of Section 9 below.
BROOKTROUT TECHNOLOGY, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 9th, 2004 • Brooktrout Inc • Telephone & telegraph apparatus
Pursuant to its 1992 Stock Incentive Plan(the “Plan), Brooktrout Technology, Inc.(the “Company”) hereby grants to _________ (the “Optionee”) an Option to purchase on or prior to September 24, 2014(the “Expiration Date”) all or any part of _______ shares of Common Stock of the Company, par value $0.01 per share(the “Common Stock”) at a price of $9.30 per share in accordance with the schedule set forth in Section 1 hereof and subject to the terms and conditions set forth hereinafter and in the Plan.
AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • March 25th, 2002 • Brooktrout Inc • Telephone & telegraph apparatus
BROOKTROUT, INC. NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”), by and between Brooktrout, Inc., a Massachusetts corporation (the “Company”), and Eric R. Giler (the “Executive”) is made as of August 18, 2005 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER among BROOKTROUT, INC., CANAL ACQUISITION CORP. and SNOWSHORE NETWORKS, INC. Dated as of March 25, 2004Agreement and Plan of Merger • April 9th, 2004 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 25, 2004 among Brooktrout, Inc., a Massachusetts corporation (“Brooktrout”), Canal Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of Brooktrout (“Canal”), and SnowShore Networks, Inc., a Delaware corporation (“SnowShore”).
BROOKTROUT, INC 1992 STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT1992 Stock Incentive • September 24th, 2004 • Brooktrout Inc • Telephone & telegraph apparatus
Pursuant to its 1992 Stock Incentive Plan (the “Plan”), Brooktrout, Inc. (the “Company”) hereby grants to [ ] (the “Optionee”), an Eligible Director (as deferred in the Plan) an Option to purchase on or prior to the tenth anniversary of this Agreement (the “Expiration Date”) all or any part of [ ] shares of Common Stock of the Company, par value $0.01 per share (the Option Shares”) at a price of $[ ] per share in accordance with the schedule set forth in Section 1 hereof and subject to the terms and conditions set forth hereinafter and in the Plan. This Option is granted pursuant to Section 5 (c) of the Plan and does not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); consequently, it shall be treated as a non-qualified stock option for tax purposes.
AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus
This amendment, dated as of August 18, 2005, amends the Shareholder Rights Agreement, dated as of September 9, 1998, as amended as of March 1, 2002 (the “Rights Agreement”), between Brooktrout, Inc. (the “Company”), and EquiServe Trust Company, N.A., as successor Rights Agent (the “Rights Agent”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined.
BROOKTROUT, INC. NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”), by and between Brooktrout, Inc., a Massachusetts corporation (the “Company”), and Robert C. Leahy (the “Executive”) is made as of August 18, 2005 (the “Effective Date”).
