Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • July 14th, 1997 • Borland International Inc /De/ • Services-prepackaged software • New York
EXHIBIT 10.21 AGREEMENT --------- This Agreement, dated as of October 28, 1999 (this "Agreement") is between Inprise Corporation, a Delaware corporation (the "Company"), and 54th Street Partners, LLC (the "Consultant"). Recitals A. Consultant is in...Consulting Agreement • April 4th, 2000 • Inprise Corp • Services-prepackaged software • California
ADDENDUM TOEmployment Agreement • June 30th, 1997 • Borland International Inc /De/ • Services-prepackaged software • California
EXHIBIT 8 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT, dated as of June 28, 2000, to the Rights Agreement, dated as of December 20, 1991 (the "Agreement"), between Inprise Corporation, a Delaware corporation formerly known as Borland International,...Rights Agreement • June 29th, 2000 • Inprise Corp • Services-prepackaged software
LEASELease • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
EXHIBIT 2 VOTING AGREEMENTVoting Agreement • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of January 1, 2001 (the "Effective Date"), by and between Borland Software Corporation, a Delaware corporation and formerly known as Inprise Corporation (the "Company"),...Employment Agreement • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of February 6, 2000, to the Rights Agreement, dated as of December 20, 1991 (the "Agreement"), between Inprise Corporation, a Delaware corporation formerly known as Borland International,...Rights Agreement • February 11th, 2000 • Inprise Corp • Services-prepackaged software
EXHIBIT 10.28 December 17, 2001 Mr. Doug Barre [Address intentionally omitted.] Dear Doug, In connection with the Employment Agreement dated May 17, 2000 between you and Borland Software Corporation ("Borland"), as modified by a letter agreement dated...Employment Agreement • March 29th, 2002 • Borland Software Corp • Services-prepackaged software
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
RECITALSIndemnity Agreement • April 4th, 2000 • Inprise Corp • Services-prepackaged software • Delaware
RECITALSPurchase and Sale Agreement • March 2nd, 2000 • Inprise Corp • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
RECITALSLease • March 29th, 2001 • Borland Software Corp • Services-prepackaged software
1 Exhibit 10.7 [Inprise Letterhead] 100 Enterprise Way Scotts Valley, CA 95066 June 5, 2000 Roger A. Barney [ADDRESS INTENTIONALLY OMITTED] RE: EMPLOYMENT AGREEMENT Dear Roger: On behalf of INPRISE Corporation ("INPRISE"), I am pleased to confirm our...Employment Agreement • August 11th, 2000 • Inprise Corp • Services-prepackaged software
Exhibit 10 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between Inprise Corporation (the "Company") and Dale Fuller ("Executive") as of April 9, 1999.Employment Agreement • May 17th, 1999 • Inprise Corp • Services-prepackaged software • California
Borland Software Corporation Registration Rights AgreementRegistration Rights Agreement • February 8th, 2007 • Borland Software Corp • Services-prepackaged software • New York
Borland Software Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Initial Purchaser”) $125,000,000 aggregate principal amount of its 2.75% Convertible Senior Notes Due 2012 (the “Firm Notes”) and, at the election of the Initial Purchasers, solely to cover overallotments, an additional $25,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Notes Due 2012 (the “Additional Notes” and, together with the Firm Notes, the “Notes”), in each case upon the terms and subject to the conditions set forth in the Purchase Agreement.
RECITALSInvestor Rights Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
BORLAND SOFTWARE CORPORATION as Issuer AND U.S. Bank National Association as Trustee Indenture Dated as of February 6, 2007 2.75% Convertible Senior Notes due 2012Indenture • February 8th, 2007 • Borland Software Corp • Services-prepackaged software • New York
INDENTURE, dated as of February 6, 2007, between Borland Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 20450 Stevens Creek Boulevard, Suite 800, Cupertino, California 95014 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
RECITALSChange in Control Agreement • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
c) Performance by the Subscriber. The Subscriber shall have ----------------------------- performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied...Convertible Securities Subscription Agreement • July 14th, 1997 • Borland International Inc /De/ • Services-prepackaged software • New York
VOTING AGREEMENT BY AND AMONG BORLAND SOFTWARE CORPORATION AND THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of February 7, 2006Voting Agreement • February 17th, 2006 • Borland Software Corp • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of February 7, 2006, by and among Borland Software Corporation, a Delaware corporation (“Parent”), and the persons listed on Schedule I hereto (each, together with any permitted assigns hereunder, a “Stockholder,” and, collectively, the “Stockholders”).
1 Exhibit 10.5 [Inprise Letterhead] May 16, 2000 Keith Gottfried [ADDRESS INTENTIONALLY OMITTED] RE: EMPLOYMENT AGREEMENT Dear Keith: On behalf of INPRISE Corporation ("INPRISE"), I am pleased to confirm our verbal offer of employment to you for the...Employment Agreement • August 11th, 2000 • Inprise Corp • Services-prepackaged software
RECITALSAgreement of Purchase and Sale and Joint Escrow Instructions • March 2nd, 2000 • Inprise Corp • Services-prepackaged software
Addendum To Employment Offer Letter For Severance BenefitsEmployment Agreement • January 8th, 2007 • Borland Software Corp • Services-prepackaged software • California
The provisions of this Employment Offer Letter Addendum for Severance Benefits (the “Addendum”) are incorporated into, and are made a part of, that employment offer letter (the “Offer Letter”) by and between you, David Packer, and Borland Software Corporation (“Borland”). Capitalized terms used in this Addendum are either defined herein or in Appendix A.
AGREEMENT AND PLAN OF MERGER among: BORLAND SOFTWARE CORPORATION, a Delaware corporation; GALAXY ACQUISITION CORP., a Delaware corporation; and STARBASE CORPORATION, a Delaware corporationMerger Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 8, 2002, by and among: BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and STARBASE CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER LOCK-UP AGREEMENTStockholder Lock-Up Agreement • March 28th, 2003 • Borland Software Corp • Services-prepackaged software • Delaware
THIS STOCKHOLDER LOCK-UP AGREEMENT (“Agreement”) is entered into as of January 14, 2003, by and between BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”), and DIETRICH CHARISIUS (“Stockholder”).
RECITALSChange in Control Agreement • April 4th, 2000 • Inprise Corp • Services-prepackaged software • California
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
This Tender and Voting Agreement, dated as of October 8, 2002 (this “Agreement”), is made by and among BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and each of the stockholders of STARBASE CORPORATION, a Delaware corporation (the “Company”) identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
BORLAND SOFTWARE CORPORATION STOCK ISSUANCE AGREEMENTStock Issuance Agreement • May 2nd, 2006 • Borland Software Corp • Services-prepackaged software • California
AGREEMENT made this 9th day of November, 2005 by and between Borland Software Corporation, a Delaware corporation, and Tod Nielsen, a Participant in the Corporation’s 2003 Supplemental Stock Option Plan.
STARBASE CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between BORLAND SOFTWARE CORPORATION (“Lender”) and STARBASE CORPORATION (“Borrower”).
SEPARATION AND MUTUAL RELEASE AGREEMENTSeparation and Mutual Release Agreement • June 19th, 2006 • Borland Software Corp • Services-prepackaged software
This Separation and Mutual Release Agreement (the “Agreement”) is entered into as of June 16, 2006 (the “Effective Date”), by and between Borland Software Corporation, a Delaware corporation (the “Company”), and Timothy J. Stevens (the “Executive”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between STARBASE CORPORATION (“Grantor”) and BORLAND SOFTWARE CORPORATION (“Lender”).
CUPERTINO CITY CENTER NET OFFICE LEASE by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership, as Lessor and BORLAND SOFTWARE CORPORATION, a Delaware corporation, as LesseeNet Office Lease • March 28th, 2003 • Borland Software Corp • Services-prepackaged software • California
For and in consideration of rentals, covenants, and conditions hereinafter set forth, Lessor hereby leases to Lessee, and Lessee hereby teases from Lessor, the herein described Premises for the term, at the rental rate specified herein and subject to and upon all of the terms, covenants and agreements set forth in this lease (“Lease”):
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • March 25th, 2005 • Borland Software Corp • Services-prepackaged software
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Borland Software Corporation (the “Corporation”) and Kenneth R. Hahn (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the Corporation’s 2002 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
