AGREEMENTMerger Agreement • February 28th, 2000 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
WITNESSETH:Stock Option Agreement • February 28th, 2000 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
1 EXHIBIT 99.3 ATM PRODUCTS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT 1. GRANT OF OPTION. ATM PRODUCTS, INC., a Delaware corporation (the "Company"), hereby grants to ______________ (the "Optionee"), an option, pursuant to the Company's 1996 Stock...Non-Qualified Stock Option Agreement • May 7th, 1997 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
1 EXHIBIT 99.2 ATM PRODUCTS, INC. INCENTIVE STOCK OPTION AGREEMENT 1. GRANT OF OPTION. ATM PRODUCTS, INC., a Delaware corporation (the "Company"), hereby grants to _____________ ("Optionee"), an option, pursuant to the Company's 1996 Stock Plan (the...Incentive Stock Option Agreement • May 7th, 1997 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
1 EXHIBIT 10.50 FORM OF CHANGE IN CONTROL AGREEMENT WITH EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES [Date] [Person's Name and Address] Dear [name]: We are pleased to inform you that the Company's Board of Directors has approved a special severance...Change in Control Agreement • March 31st, 1999 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • California
RECITALS:Rights Agreement • February 25th, 2000 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • California
WITNESSETH:Voting Agreement • February 28th, 2000 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
2 3 Options shall be deemed to automatically occur by reason of the Merger, and the grant date for each assumed Avidia Option shall accordingly remain the same as in effect under the applicable Option Agreement immediately prior to the Merger.Stock Option Assumption Agreement • May 7th, 1997 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus
GROUND LEASEGround Lease • March 19th, 1997 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • California
CREDIT LIMIT (Section 1.1): Loans in a total amount not to exceed $10,000,000 outstanding at any one time, provided that Term Loans, Letters of Credit and the Exchange Contracts are subject to the sublimits set forth below. TERM LOAN FACILITY SUBLIMIT...Loan and Security Agreement • November 6th, 1995 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus
1 EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 5th, 1997 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • Delaware
EXHIBIT 2.1 Execution Copy ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 10th, 2000 • Pairgain Technologies Inc /Ca/ • Telephone & telegraph apparatus • New York
