Exhibit 1 Draft of 11/9/99 UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 1999 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, effective as of the 31st day of May, 1996, by and between Netegrity, Inc. , a Delaware corporation (the "Company"), and Barry Bycoff, an individual residing at 3 Kress Farm Road, Hingham,...Executive Employment Agreement • September 17th, 1999 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • Massachusetts
AMONG THE SOFTWARE DEVELOPER'S COMPANY, INC., ISC ACQUISITION CORP., INTERNET SECURITY CORPORATION AND RICHARD KOSINSKIAgreement and Plan of Merger • November 30th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Agreement is made as of the 7th day of October 2002, by and between Netegrity, Inc., a Delaware corporation (the "Corporation), and Michael L. Mark (the "Indemnitee"), a director of the Corporation. WHEREAS,...Indemnification Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Delaware
Exhibit 10.7 CONSULTING AGREEMENT This Consulting Agreement is between Thomas M. Palka (the "Consultant") and Netegrity, Inc. (the "Company"). Capitalized terms herein shall have the same meaning as in the Transition Agreement between Netegrity and...Consulting Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
BY AND AMONGMerger Agreement • October 6th, 2004 • Netegrity Inc • Services-prepackaged software • Delaware
1 EXHIBIT 1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 1999 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • New York
AMONGMerger Agreement • November 30th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses • Massachusetts
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, effective as of the 22nd day of May, 2002, by and between Netegrity, Inc., a Delaware corporation (the "Company"), and Barry Bycoff, an individual residing at 3 Kress Farm Road, Hingham,...Executive Employment Agreement • August 14th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
Exhibit 7.03 EMPLOYMENT AND NONCOMPETITION AGREEMENT AGREEMENT made as of this 16th day of November, 1995, by and among Richard Kosinski ("EMPLOYEE") and The Software Developer's Company, Inc., a Delaware corporation with a principal place of business...Employment Agreement • November 30th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses • Massachusetts
Exhibit 4.9 THE SOFTWARE DEVELOPER'S COMPANY, INC. Non-Qualified Stock Option Agreement Under 1994 Stock Plan THE SOFTWARE DEVELOPER'S COMPANY, INC., a Delaware corporation (the "COMPANY"), hereby grants this ____ day of _________, 199_, to...Non-Qualified Stock Option Agreement • December 6th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses • Delaware
Exhibit 10.3 INDEMNIFICATION AGREEMENT This Agreement is made as of the 26th day of September 2002, by and between Netegrity, Inc., a Delaware corporation (the "Corporation), and Eric P. Giler (the "Indemnitee"), a director of the Corporation....Indemnification Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Delaware
NETEGRITY, INC. PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT January 6, 1998Preferred Stock and Warrant Purchase Agreement • January 15th, 1998 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • New York
ARTICLE ILease Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Delaware
EXHIBIT 10.01 NETEGRITY, INC. Executive Retention Agreement ____________________________________ THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a Delaware corporation (the "Company"), and __________ (the "Executive") is made as of...Executive Retention Agreement • October 29th, 2004 • Netegrity Inc • Services-prepackaged software • Massachusetts
Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement is made as of the 26th day of September 2002, by and between Netegrity, Inc., a Delaware corporation (the "Corporation), and Lawrence D. Lenihan, Jr. (the "Indemnitee"), a director of the...Indemnification Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Delaware
Exhibit No. 10.02 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT This Agreement is made this 16th day of January, 2003...Software License and Distribution Agreement • April 28th, 2003 • Netegrity Inc • Services-prepackaged software • Massachusetts
EXECUTION FORM AGREEMENT AND PLAN OF MERGERMerger Agreement • December 24th, 2001 • Netegrity Inc • Services-prepackaged software • Delaware
Exhibit 10.13 NETEGRITY, INC. Executive Retention Agreement THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a Delaware corporation (the "Company"), and Bill Bartow (the "Executive") is made as of September 13, 2002 (the "Effective...Executive Retention Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
RECITALSSoftware Services Agreement • May 7th, 2004 • Netegrity Inc • Services-prepackaged software • Massachusetts
WITNESSETHSublease Agreement • March 22nd, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.1 NETEGRITY, INC. Executive Retention Agreement THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a Delaware corporation (the "Company"), and Stephen McLaughlin (the "Executive") is made as of August 29, 2003 (the...Executive Retention Agreement • October 28th, 2003 • Netegrity Inc • Services-prepackaged software • Massachusetts
WITNESSETHSublease Agreement • February 28th, 2001 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • Massachusetts
BY AND AMONGAgreement and Plan of Merger • January 9th, 2004 • Netegrity Inc • Services-prepackaged software • Delaware
W I T N E S S E T H:Preferred Stock and Warrant Purchase Agreement • June 12th, 1998 • Netegrity Inc • Wholesale-computers & peripheral equipment & software • New York
RECITALSHoldback Agreement • November 30th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses • Massachusetts
Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement is made as of the 26th day of September 2002, by and between Netegrity, Inc., a Delaware corporation (the "Corporation), and Ralph B. Wagner (the "Indemnitee"), a director of the Corporation....Indemnification Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Delaware
Exhibit 10.25 NETEGRITY, INC. Executive Retention Agreement THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a Delaware corporation (the "Company"), and Jill Maunder (the "Executive") is made as of September 13, 2002 (the "Effective...Executive Retention Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
Exhibit 10.17 NETEGRITY, INC. Executive Retention Agreement THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a Delaware corporation (the "Company"), and Brad Nelson (the "Executive") is made as of September 13, 2002 (the "Effective...Executive Retention Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
Incentive Stock Option Agreement for 1994 Stock PlanIncentive Stock Option Agreement • December 6th, 1995 • Software Developers Co Inc/De/ • Retail-catalog & mail-order houses • Delaware
Exhibit 10.8 TRANSITION AGREEMENT It is hereby agreed by and between Thomas M. Palka ("Mr. Palka") and Netegrity, Inc. (the "Company"), for good and sufficient consideration more fully described below, that: 1. EMPLOYMENT STATUS. Mr. Palka and the...Transition Agreement • October 24th, 2002 • Netegrity Inc • Services-prepackaged software • Massachusetts
