AGREEMENT AND PLAN OF MERGER BY AND AMONG EMC CORPORATION, EPIPHANY MERGER CORPORATION and CAPTIVA SOFTWARE CORPORATION Dated as of October 20, 2005Merger Agreement • October 21st, 2005 • Captiva Software Corp • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of October 20, 2005 (this “Agreement”), by and among EMC Corporation, a Massachusetts corporation (“Parent”), Epiphany Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Captiva Software Corporation, a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2004 • Captiva Software Corp • Services-prepackaged software • California
This Agreement is dated as of August 1, 2003 between Captiva Software Corporation (the ”Company”) and Bradford Weller (“You”). The Parties agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 29th, 2005 • Captiva Software Corp • Services-prepackaged software • California
This Agreement is dated as of June 24, 2005 between Captiva Software Corporation (the “Company”) and Jim Nicol (“You”). The Parties agree as follows:
2,500,000 Shares1 Captiva Software Corporation Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2004 • Captiva Software Corp • Services-prepackaged software • New York
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 29th, 2002 • Actionpoint Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ACTIONPOINT, INC., CONDOR MERGER CORP. and CAPTIVA SOFTWARE CORPORATION Dated as of March 4, 2002Merger Agreement • March 20th, 2002 • Actionpoint Inc • Services-prepackaged software • Delaware
COMPANY VOTING AGREEMENTVoting Agreement • March 20th, 2002 • Actionpoint Inc • Services-prepackaged software • California
THIS VOTING AGREEMENT (this "Agreement") is entered into as of March 4, 2002, by and between ActionPoint. Inc., a Delaware corporation ("Parent"), and _______________________ ("Shareholder").
LOCK-UP AGREEMENT March 4, 2002Lock-Up Agreement • March 29th, 2002 • Actionpoint Inc • Services-prepackaged software
SUBLEASE AGREEMENT I. DEFINED TERMS Base Rent: Months Monthly Base Rent Broker: Sublessor: CPS Sublessee: Cooper/Brady Corporate Real Estate Services Building: An approximately 46,432 square foot building located at 1297-1299 Parkmoor Avenue in San...Sublease Agreement • April 2nd, 2001 • Actionpoint Inc • Computer peripheral equipment, nec • California
STANDARD MODIFIED GROSS OFFICE LEASE BETWEEN PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common AS LANDLORD AND CAPTIVA SOFTWARE...Standard Modified Gross Office Lease • May 7th, 2004 • Captiva Software Corp • Services-prepackaged software • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of August 6, 1999, between AMERICAN ASSETS, INC., as Agent for PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common (“Landlord”), and CAPTIVA SOFTWARE CORPORATION, a California corporation (“Tenant”), who agree as follows:
FORM OF PARENT VOTING AGREEMENTVoting Agreement • March 20th, 2002 • Actionpoint Inc • Services-prepackaged software • California
THIS VOTING AGREEMENT (this "Agreement") is entered into dated as of March 4, 2002, by and between Captiva Software Corporation, a California corporation ("the Company"), and _________________ ("Stockholder").
ASSET PURCHASE AGREEMENT between ActionPoint, Inc. a Delaware corporation; and Chordiant Software, Inc., a Delaware corporation Dated as of May 17, 2001 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 4th, 2001 • Actionpoint Inc • Services-prepackaged software • California
This Asset Purchase Agreement is entered into as of May 17, 2001, by and between ActionPoint, Inc., a Delaware corporation (the "Seller") and Chordiant Software, Inc., a Delaware corporation (the "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Actionpoint, Inc. 1999 Stock Plan Adopted Effective July 8, 1999 Amended and Restated Effective February 9, 2000Stock Plan • April 2nd, 2001 • Actionpoint Inc • Computer peripheral equipment, nec
Certain Shareholders of SWT, Captiva Software Corporation And Captiva Software France EURLAgreement for the Sale, Purchase and Exchange of Shares in SWT Sa • August 9th, 2005 • Captiva Software Corp • Services-prepackaged software
(Hereinafter collectively referred to as the “Sellers” and individually as a “Seller”, and which are not acting jointly but only severally (sans solidarité) for the purpose of this Agreement)
Certain Shareholders of SWT, Captiva Software Corporation And Captiva Software France EURLShareholder Agreement • August 9th, 2005 • Captiva Software Corp • Services-prepackaged software
(Hereinafter collectively referred to as the “Sellers” and individually as a “Seller”, and which are not acting jointly but only severally (sans solidarité) for the purpose of this Agreement)
Severance AgreementSeverance Agreement • March 29th, 2002 • Actionpoint Inc • Services-prepackaged software • California
THIS AGREEMENT is entered into as of December __, 2001, by and between [_____________] (the "Employee") and ACTIONPOINT, INC., a Delaware corporation (the "Company").
FORM OF LOCK-UP AGREEMENT FOR CAPTIVA AFFILIATES March 4, 2002Lock-Up Agreement • April 26th, 2002 • Actionpoint Inc • Services-prepackaged software
EXECUTIVE AGREEMENTExecutive Agreement • March 16th, 2004 • Captiva Software Corp • Services-prepackaged software • California
This Agreement is dated as of August 1, 2003 between Captiva Software Corporation (the ”Company”) and Steve Burton (“You”). The Parties agree as follows:
SEVERANCE AGREEMENTSeverance Agreement • March 29th, 2002 • Actionpoint Inc • Services-prepackaged software • California
THIS AGREEMENT is entered into as of ______ ______, 200_, by and between [____________________] (the "Employee") and ACTIONPOINT, INC., a Delaware corporation (the "Company").
METRO PLAZA SAN JOSE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-METRO PLAZA LIMITED PARTNERSHIP (“LANDLORD”) AND CAPTIVA SOFTWARE CORPORATION (“TENANT”)Office Lease Agreement • March 16th, 2004 • Captiva Software Corp • Services-prepackaged software • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 12th day of January, 2004, by and between CA-METRO PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and CAPTIVA SOFTWARE CORPORATION, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), and Exhibit G (Parking Agreement).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2004 • Captiva Software Corp • Services-prepackaged software
This Fifth Amendment to the Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of September 15, 2004, by and between COMERICA BANK (“Bank”) and CAPTIVA SOFTWARE CORPORATION (“Borrower”).
Captiva Software CorporationStock Option Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Captiva Software Corporation (the "Company") has granted you an option under its 2002 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
FIRST AMENDMENT TO LEASELease • May 7th, 2004 • Captiva Software Corp • Services-prepackaged software
This First Amendment to Lease (“First Amendment”) is made, for reference purposes only, this 6th day of February, 2003, between AMERICAN ASSETS, INC., as Agent for PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common (“Landlord”) and CAPTIVA SOFTWARE CORPORATION, a Delaware corporation (“Tenant”) with reference to the following facts:
CAPTIVA SOFTWARE CORPORATION FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software • California
AGREEMENT made as of this _____ day of ________, 20__, by and among Captiva Software Corporation, a California corporation (the "Corporation"), __________, the holder of a stock option (the "Optionee") under the Corporation's Amended and Restated Stock Option/Stock Issuance Plan and ____________________, the Optionee's spouse.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 21st, 2005 • Captiva Software Corp • Services-prepackaged software • Delaware
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 20, 2005, is between Captiva Software Corporation, a Delaware corporation (f/k/a ActionPoint, Inc.) (the “Company”), and EquiServe Trust Company, N.A. a National Banking Association (the “Rights Agent”).
CAPTIVA SOFTWARE CORPORATION STOCK OPTION AGREEMENT RECITALS AGREEMENTStock Option Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software • California
Grant of Option. Subject to and upon the terms and conditions set forth in this Agreement, the Corporation hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Grant Notice"), a stock option to purchase up to that number of shares of the Corporation's Common Stock (the "Option Shares") as is specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term at the option price per share (the "Option Price") specified in the Grant Notice. Option Term. This option shall have a maximum term of ten (10) years measured from the Grant Date and shall expire at the close of business on the expiration date (the "Expiration Date") specified in the Grant Notice, unless sooner terminated in accordance with Paragraph 5, 6 or 18. Limited Transferability. This option shall be neither transferable nor assignable by Optionee other than by will or by the laws of descent and distr
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 20th, 2002 • Actionpoint Inc • Services-prepackaged software • Delaware
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of March 4, 2002, is between ActionPoint, Inc., a Delaware corporation, (f/k/a Cornerstone Imaging, Inc.) (the "Company"), and EquiServe Trust Company, N.A., a National Banking Association (the "Rights Agent").
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 26th, 2002 • Actionpoint Inc • Services-prepackaged software
This Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated as of March 4, 2002, among the parties hereto (this "Amendment") is made as of April 26, 2002, among ActionPoint Inc., a Delaware corporation ("Parent"), Condor Merger Corp., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Captiva Software Corporation, a California corporation (the "Company").
FIRST LEASE AMENDMENTLease Amendment • November 9th, 2004 • Captiva Software Corp • Services-prepackaged software
THIS FIRST LEASE AMENDMENT (the “Amendment”) is executed this 30th day of JUNE, 2004, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, formerly known as Duke-Weeks Realty Limited Partnership (“Landlord”), and CAPTIVA SOFTWARE CORPORATION, a Delaware corporation (“Tenant”).
