Pinnacle Systems Inc Sample Contracts
EXHIBIT 1.1 PINNACLE SYSTEMS, INC. 2,300,000 Shares1 Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies • California
Standard Contracts
andAsset Purchase Agreement • August 13th, 1999 • Pinnacle Systems Inc • Photographic equipment & supplies • California
AMENDMENT NO. 1Agreement and Plan of Merger • September 26th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies • California
Execution Copy SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is made and entered into as of this ____ day of September, 2000 by and among Pinnacle Systems Inc., a California corporation ("Pinnacle") and, those former stockholders of Avid Sports, Inc....Settlement Agreement • November 14th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • Massachusetts
AMONGAsset Purchase Agreement • September 12th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies • California
SECTION 1 REGISTRATION RIGHTSRegistration Rights Agreement • September 15th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies • California
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies • California
PINNACLE SYSTEMS INC. OEM AGREEMENT THIS OEM AGREEMENT (the "Agreement") is entered into as of September 4, 1996 ("Effective Date"), between Pinnacle Systems, Inc. ("PINNACLE"), a California corporation with its principal office at 870 West Maude...Oem Agreement • November 27th, 1996 • Pinnacle Systems Inc • Photographic equipment & supplies • California
NOTE: Marginal notes where underlined STANDARD OFFICE BUILDING LEASE adopted have blanks to be completed. by New Jersey Builders, Owners & Managers Association - July 1969. c 1969 LEASE Draft: 4/26/95Lease • August 29th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies
PINNACLE SYSTEMS, INC. and MELLON INVESTOR SERVICES LLC AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Amended and Restated as of October 20, 2004 Originally Dated as of December 12, 1996 and Amended as of April 30, 1998Preferred Stock Rights Agreement • October 20th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California
This Amended and Restated Preferred Stock Rights Agreement is dated as of October 20, 2004, between Pinnacle Systems, Inc., a California corporation (the “Company”), and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services, L.L.C. (the “Rights Agent”).
RECITALSRegistration Rights Agreement • November 30th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
RECITALSRegistration Rights Agreement • June 27th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment"), dated as of April 30, 1998, to the Preferred Shares Rights Agreement, dated as of December 12, 1996 (the "Rights Agreement"), between Pinnacle Systems, Inc., a California...Preferred Shares Rights Agreement • May 19th, 1998 • Pinnacle Systems Inc • Photographic equipment & supplies • California
PINNACLE SYSTEMS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 10th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of May 10, 2004 (the “Effective Date”), by and between Scott Martin (the “Employee”) and Pinnacle Systems, Inc., a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
RECITALSStock Restriction and Registration Rights Agreement • August 17th, 1999 • Pinnacle Systems Inc • Photographic equipment & supplies • California
Exhibit (a)(1) ================================================================ ================ OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER TO EXCHANGE") THIS SUPPLEMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS...Offer to Exchange Options • December 7th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California
This Indemnification Agreement (this “Agreement”) is made as of this day of 200 by and between Pinnacle Systems, Inc., a California corporation (the “Company”), and (“Indemnitee”).
andPreferred Shares Rights Agreement • December 19th, 1996 • Pinnacle Systems Inc • Photographic equipment & supplies • California
SECTION 2 REGISTRATION RIGHTSDeclaration of Registration Rights • April 24th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
AGREEMENT AND PLAN OF MERGER by and among AVID TECHNOLOGY, INC., HIGHEST MOUNTAIN CORPORATION and PINNACLE SYSTEMS, INC. Dated as of March 20, 2005Merger Agreement • March 22nd, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 20, 2005 by and among Avid Technology, Inc., a Delaware corporation (the “Buyer”), Highest Mountain Corporation, a California corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Pinnacle Systems, Inc., a California corporation (the “Company”).
EXHIBIT 4.1 [LETTERHEAD OF LINKLATERS & ALLIANCE] 13 September 2001 [LOGO OF PINNACLE] Pinnacle Systems Fast Multimedia Asset Purchase and Transfer Agreement Professional Video Editing BusinessAsset Purchase and Transfer Agreement • October 26th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies
VOTING AGREEMENTVoting Agreement • March 22nd, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • Delaware
VOTING AGREEMENT, dated as of March 20, 2005 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Pinnacle Systems, Inc., a California corporation (the “Company”) and Avid Technology, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
Pinnacle Systems GmbH Steinberg Media Technologies AG Share Purchase and Transfer Agreement dated December 18, 2002 [Linklaters Oppenhoff & Radler LOGO]Share Purchase and Transfer Agreement • January 7th, 2003 • Pinnacle Systems Inc • Photographic equipment & supplies
In consideration thereof and at the request of the Managing Sellers, we, the undersigned bank, hereby unconditionally and irrevocably undertake the Guarantee (“selbstschuldnerische Bürgschaft”) pursuant to §§ 765 ff BGB (German Civil Code) waiving the defence of challenge (Anfechtung) and set-off (Aufrechnung) and advance action (“Vorausklage”) pursuant to §§ 770, 771 BGB (German Civil Code) — hereinafter called “the Guarantee” — to the Purchaser for any claim of the Purchaser with respect to any breach of the statements made by the Sellers under Sec. 5 and 6 of the Purchase Agreement up to the maximum amount of
March 1, 2004 Patti Hart [Address] Dear Patti:Employment Agreement • May 13th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies
On behalf of the Pinnacle Systems board of directors, we are pleased to offer you the position of President, Chief Executive Officer and Chairman of the Board of Pinnacle Systems, based in Mountain View, California. (This letter agreement is referred to herein as the “Offer Letter”). On your first day of employment, you will be appointed a member of Pinnacle Systems’ Board of Directors (the “Board”). During your employment with Pinnacle Systems, you agree to devote your full business efforts and time to Pinnacle Systems. You agree, while employed by Pinnacle Systems, not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that you may serve in any capacity with any civic, educational or charitable organization, or as a member of corporate boards of directors or committees thereof, without the approval of the Board, unless there is a conflict of interest.
Yamaha Corporation Steinberg Media Technologies GmbH Share Purchase and Transfer Agreement dated December 20, 2004Share Purchase and Transfer Agreement • January 27th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies
EXECUTIVE SERVICE AGREEMENT PINNACLE SYSTEMS LIMITEDExecutive Service Agreement • February 9th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies
MANAGING DIRECTOR’S SERVICE CONTRACTManaging Director's Service Contract • September 10th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies
Managing Director’s Service Contract between Pinnacle Systems GmbH, hereinafter the “Company” represented by the shareholders’ meeting, the latter represented by Arthur D. Chadwick and George Blinn, hereinafter the “Managing Director”.
ASSET PURCHASE AGREEMENT Between SCM MICROSYSTEMS, INC. and DAZZLE MULTIMEDIA, INC. collectively as Seller and PINNACLE SYSTEMS, INC. as Purchaser Dated as of June 29, 2003Asset Purchase Agreement • August 8th, 2003 • Pinnacle Systems Inc • Photographic equipment & supplies • California
ASSET PURCHASE AGREEMENT, dated as of June 29, 2003, between SCM MICROSYSTEMS, INC., a Delaware corporation (“Parent”), DAZZLE MULTIMEDIA, INC., a Delaware corporation sometimes dba DAZZLE, INC. (“Sub,” and together with Parent, “Seller”), and PINNACLE SYSTEMS, INC., a California corporation (“Purchaser”).
PINNACLE SYSTEMS, INC. AND SUBSIDIARIESExhibit • September 18th, 2003 • Pinnacle Systems Inc • Photographic equipment & supplies
PINNACLE SYSTEMS, INC. Stock Unit AgreementStock Unit Agreement • May 10th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • California
Pinnacle Systems, Inc. (the “Company”) hereby grants you, Patti S. Hart (the “Executive”), an award of stock units (the “Stock Units”). The date of this Stock Unit Agreement (the “Agreement”) is February 18, 2005 (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto), the principal features of the Stock Units are as follows:
PINNACLE SYSTEMS, INC. LETTERHEAD] Offer Letter and Employment Contract dated June 18, 2002 between Pinnacle Systems, Inc. and J. Kim FennellEmployment Agreement • September 27th, 2002 • Pinnacle Systems Inc • Photographic equipment & supplies
Exhibit 22.1 PINNACLE SYSTEMS, INC. AND SUBSIDIARIES 1. Pinnacle Domestic International Sales Corporation, a California Corporation 2. Pinnacle Systems Ltd., a United Kingdom Incorporated Company 3. Pinnacle Foreign Sales Corporation, U.S. Virgin...Exhibit • September 26th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies
FORM OF PROMISE TO GRANT STOCK OPTION(S) --------------------------------Promise to Grant Stock Option(s) • November 16th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies
In exchange for your agreement to cancel certain stock options ("the Old Option(s)") you received from Pinnacle Systems, Inc. ("Pinnacle"), Pinnacle hereby promises to grant you a stock option or options, as applicable, covering [_________] shares of Pinnacle's common stock on or about June 19, 2002 (the "New Option(s)"), which is the same number of shares subject to the Old Options which you tendered for exchange and which were cancelled on December 18, 2001 (the "Cancellation Date"). The exercise price of each New Option will be the closing price of Pinnacle's common stock as listed on the Nasdaq National Market on June 19, 2002, except as otherwise set forth in the Exchange Offer Documents (as defined below).
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement • October 19th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California
This Separation Agreement and Release (“Agreement”) is made by and between Arthur D. Chadwick (“Employee”) and Pinnacle Systems, Inc. (“Company”) (jointly referred to as the “Parties”):
PINNACLE SYSTEMS, INC. AND SUBSIDIARIESExhibit • September 27th, 2002 • Pinnacle Systems Inc • Photographic equipment & supplies
