EXHIBIT 2.1 2 ================================================================= ===============Asset Purchase Agreement • December 27th, 2000 • Cidco Inc • Telephone & telegraph apparatus • California
RECITALSAssignment and Assumption Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (the "AMENDMENT") dated as of this 29th day of October 2001, is entered by and among EARTHLINK, INC., a Delaware corporation...Agreement and Plan of Merger • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENT AGREEMENT dated as of March 17, 1997 between CIDCO Incorporated, a Delaware corporation (the "Company"), and Daniel L. Eilers (the "Employee"). WHEREAS, the Employee has been hired as a key employee of the Company; and WHEREAS,...Employment Agreement • May 15th, 1997 • Cidco Inc • Telephone & telegraph apparatus • California
Exhibit 10.35 EMPLOYMENT AGREEMENT AGREEMENT dated as of September 30, 1994 between CIDCO Incorporated, a Delaware corporation (the "Company"), and Timothy Dooley (the "Employee"). WHEREAS, the Employee has been a key employee of the Company; and...Employment Agreement • March 31st, 1999 • Cidco Inc • Telephone & telegraph apparatus • New York
Exhibit 10.34 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of November 12, 1998 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company"), and Paul G. Locklin...Employment Agreement • March 31st, 1999 • Cidco Inc • Telephone & telegraph apparatus • California
1 Exhibit 10.42 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS Ian Laing ("Employee") was employed by Cidco, Inc. ("Company") on or about June 28, 1996. The Company intends to sell the TelCo part of its business to CDCO Communications, LLC headed by...Separation Agreement • April 2nd, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
EMPLOYMENT AGREEMENT AGREEMENT dated as of December, 16, 1996 between CIDCO Incorporated, a Delaware corporation (the "Company"), and Rick Kent (the "Employee"). WHEREAS, the Employee has been hired as a key employee of the Company; and WHEREAS, the...Employment Agreement • May 15th, 1997 • Cidco Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.39 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of June 5, 1998 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company"), and William A. Sole...Employment Agreement • May 14th, 1999 • Cidco Inc • Telephone & telegraph apparatus • California
This Employment Agreement (the "Agreement") is made and entered into as of June 5, 1998 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company"), and William A. Sole ("Executive"). Recitals The Company and Executive desire to enter into this Agreement in order to provide compensation and benefits to Executive and to encourage Executive to devote his full attention and dedication to the Company and to continue his employment with the Company. The Company believes that the existence of this Agreement will serve as an incentive to Executive to remain in the employ of the Company and will enhance its ability to call on and rely upon Executive to continue to provide services to the Company. Definitions: As used in this Agreement, unless the context requires a different meaning, the following terms shall have the meanings set forth herein:
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • December 14th, 2001 • Cidco Inc • Telephone & telegraph apparatus
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $.01 par value of CIDCO Incorporated, a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
EXHIBIT 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of October 17, 2001, made by CIDCO, INCORPORATED, a Delaware corporation (the "Borrower"), to EARTHLINK, INC. a Delaware corporation (the "Lender"). PRELIMINARY STATEMENT. As a...Security Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • Georgia
EMPLOYMENT AGREEMENT AGREEMENT dated as of June 28, 1996 between CIDCO Incorporated, a Delaware corporation (the "Company"), and Ian Laing (the "Employee"). WHEREAS, the Employee has been hired as a key employee of the Company; and WHEREAS, the...Employment Agreement • May 15th, 1997 • Cidco Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Hunton & Williams 600 Peachtree Street, N.E. Suite 4100 Atlanta, Georgia 30308 Attn: W. Tinley Anderson, III ----------------------------------------------------------...And Security Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • Georgia
Exhibit 10.36 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Marv Tseu ("Employee") was employed by CIDCO Incorporated (the "Company") on or about July 29, 1996. Employee and the Company entered into an Executive Employment...Confidential Separation Agreement • March 31st, 1999 • Cidco Inc • Telephone & telegraph apparatus
EXHIBIT 4.1 AMENDED AND RESTATED LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) OBLIGOR #1531733758 NOTE # AGREEMENT DATE March 29, 1999 CREDIT LIMIT $15,000,000 INTEREST RATE B + 0 OFFICER NO./INITIALS BRADFORD L. SMITH THIS AGREEMENT is entered...Graphic Omitted • May 14th, 1999 • Cidco Inc • Telephone & telegraph apparatus • California
1 EXHIBIT 10.17 [RENAULT & HANDLEY LETTERHEAD] PARTIES THIS LEASE, executed in duplicate at Morgan Hill, California, this 2nd day of November, 1994, by and between Jorge A. Lovato, Jr. & Robin E. Lovato, husband & wife and Thoits Bros., Inc., a...Cidco Inc • June 11th, 2001 • Telephone & telegraph apparatus
Exhibit 10.37 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Jim Hindmarch ("Employee") was employed by CIDCO Incorporated (the Company") on or about August 22, 1997 Employee and the Company entered into an Executive Employment...Confidential Separation Agreement • March 31st, 1999 • Cidco Inc • Telephone & telegraph apparatus
SUBLEASECidco Inc • April 2nd, 2001 • Telephone & telegraph apparatus
Execution Copy EMPLOYMENT AGREEMENT AGREEMENT dated as of July 29, 1996 between CIDCO Incorporated, a Delaware corporation (the "Company"), and Marv Tseu (the "Employee"). WHEREAS, the Employee has been hired as a key employee of the Company; and...Execution Copy Employment Agreement • May 15th, 1997 • Cidco Inc • Telephone & telegraph apparatus • New York
MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • Georgia
This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement") is made as of September 6, 2001 between EarthLink, Inc., a Delaware corporation ("EarthLink"), and CIDCO, Incorporated., a Delaware corporation ("CIDCO"). EarthLink and CIDCO are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
This Employment Agreement (the "Agreement") is made and entered into as of March 9, 2001 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company") and Howard Leyda ("Executive").
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.5 October 2, 2001 Mr. Ian Laing CIDCO Communications, LLC 105 Cochrane Circle Morgan Hill CA 95037 Re: Letter Agreement Dear Ian: Pursuant to discussions between Cidco, Incorporated ("Cidco") and CIDCO Communications, LLC ("LLC") each party...Cidco Inc • October 31st, 2001 • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
This Employment Agreement (the "Agreement") is made and entered into as of November 27, 2000 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company") and Helder Ramalho ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
This Employment Agreement (the "Agreement"') is made and entered into as of Sept. 21, 1999 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company") and David L'Heureux ("Employee").
1 EXHIBIT 10.46 [RENAULT & HANDLEY LETTERHEAD] THIS LEASE, executed in duplicate at Palo Alto, California, this 25th day of September 1998, PARTIES by and between Y.A. Tittle and Renault & Handley Employees Investment Co. and CIDCO Incorporated, a...Cidco Inc • June 11th, 2001 • Telephone & telegraph apparatus
CIDCO INCORPORATED STOCK OPTION AGREEMENT NON-QUALIFIED STOCK OPTION AGREEMENT entered into this 12th day of March, 1997 by and between CIDCO Incorporated, a Delaware corporation, with principal executive offices at 220 Cochrane Circle, Morgan Hill,...Cidco Incorporated Stock Option Agreement Non-Qualified Stock Option • May 15th, 1997 • Cidco Inc • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus • California
This Employment Agreement (the "Agreement") is made and entered into as of March 8, 2000 (the "Effective Date"), by and between CIDCO Incorporated, a Delaware corporation (the "Company") and Arthur Kenny ("Employee").
PROMISSORY NOTE AND PLEDGE AGREEMENTCidco Inc • October 31st, 2001 • Telephone & telegraph apparatus • California
FOR VALUE RECEIVED in the above amount in the form of a temporary Bridge Loan to enable the Borrower to pay taxes and landscaping/remodeling, William A. Sole ("Borrower") promises to pay to CIDCO Incorporated, a Delaware corporation (the "Company"), or order, at its principal office (now located in Morgan Hill, California), or such other place as the Company shall designate, the principal sum of fifty thousand Dollars ($50,000) together with interest thereon from the date hereof at the rate of six and twenty one hundredths percent (6.2%) per annum, compounded annually.
MUTUAL RELEASE This "Agreement" is made and entered into this 1st day of October, 2001, by and between SBC Services (including all subsidiary companies) ("SBC") and Cidco, Inc. ("CIDCO"). It is the desire of each party to fully settle and releases the...Mutual Release • October 31st, 2001 • Cidco Inc • Telephone & telegraph apparatus
This "Agreement" is made and entered into this 1st day of October, 2001, by and between SBC Services (including all subsidiary companies) ("SBC") and Cidco, Inc. ("CIDCO"). It is the desire of each party to fully settle and releases the other from all claims which may have arisen out of prior business dealings.
1 EXHIBIT 10.18 [RENAULT & HANDLEY LETTERHEAD] THIS LEASE, executed in duplicate at Morgan Hill, California, this PARTIES 16th day of August by and between Thoits Brothers, Inc., a California corporation and CIDCO, a Delaware corporation hereinafter...Cidco Inc • June 11th, 2001 • Telephone & telegraph apparatus
Exhibit 10.38 CONFIDENTAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 1. Ho Leung Cheung ("Employee") was employed by CIDCO Incorporated (the "Company') on or about July 7, 1997. Employee and the Company entered into an Executive Employment...Confidental Separation Agreement and General • March 31st, 1999 • Cidco Inc • Telephone & telegraph apparatus
PROMISSORY/REAL ESTATE TERM NOTE & PLEDGE AGREEMENTCidco Inc • October 31st, 2001 • Telephone & telegraph apparatus • California
FOR VALUE RECEIVED, the undersigned, Howard Leyda ("Borrower") promises to pay to the order of CIDCO Incorporated ("CIDCO") at its office at 220 Cochrane Circle, Morgan Hill, CA 95037, or at such other place as the holder may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Two Hundred Thousand Dollars ($200,000) plus interest as set forth herein.
