Ezenia Inc Sample Contracts

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L E A S E ARTICLE 1
Ezenia Inc • March 31st, 2003 • Computer communications equipment • Massachusetts
RECITALS
Agreement and Release • March 31st, 2003 • Ezenia Inc • Computer communications equipment • Delaware
PUT AGREEMENT
Put Agreement • November 14th, 2001 • Ezenia Inc • Computer communications equipment • Delaware
EZENIA! INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF APRIL 15, 2008
Shareholder Rights Agreement • April 21st, 2008 • Ezenia Inc • Computer communications equipment • Delaware

Agreement, dated as of April 15, 2008, between Ezenia! Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 2nd, 2009 • Ezenia Inc • Computer communications equipment • Delaware

This Agreement made and entered into this day of , (the “Agreement”), by and between Ezenia! Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and (the “Indemnitee”):

WITNESSETH
Security Agreement • November 14th, 2002 • Ezenia Inc • Computer communications equipment
First Amendment To Employment Agreement
Employment Agreement • March 24th, 2009 • Ezenia Inc • Computer communications equipment

WHEREAS, Ezenia! Inc., a Delaware corporation (the “Company”) entered into an Employment Agreement with Khoa D. Nguyen (the “Executive”) as of the 9th day of November 2007 (the “Agreement”); and

PROMISSORY NOTE (Secured)
Ezenia Inc • November 14th, 2002 • Computer communications equipment
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • February 11th, 2011 • Ezenia Inc • Computer communications equipment • Delaware

This Amendment to Shareholder Rights Agreement (this “Amendment”) is entered into as of February 10, 2011, by and between Ezenia! Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2007 • Ezenia Inc • Computer communications equipment • Massachusetts

WHEREAS, Khoa D. Nguyen (the “Executive”) and Video Server, Inc. entered into an Employment Agreement (the “Agreement”) effective as of January 22, 1999;

FIRST AMENDED AND RESTATED SOFTWARE DISTRIBUTION LICENSE AGREEMENT
Software Distribution License Agreement • May 13th, 2005 • Ezenia Inc • Computer communications equipment • Washington

THIS FIRST AMENDED AND RESTATED SOFTWARE DISTRIBUTION LICENSE AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2005 (the “Effective Date”), by and between Microsoft Corporation with its principal place of business at One Microsoft Way, Redmond, Washington 98052 (“PlaceWare”) and EZENIA! INC. a Delaware corporation, with its principal place of business at 154 Middlesex Turnpike, Burlington, MA 01803 (“Company”).

SEVERANCE AGREEMENT
Severance Agreement • August 16th, 2010 • Ezenia Inc • Computer communications equipment • New Hampshire

This Severance Agreement (“Agreement”) is made as of the day of June, 2010, between Ezenia! Inc., a Delaware corporation (the “Company”), and (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • July 1st, 2010 • Ezenia Inc • Computer communications equipment • Delaware

This SETTLEMENT AGREEMENT, dated as of June 30, 2010, by and among Ezenia! Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (collectively, the “Stockholders”).

OPTION AGREEMENT Terms and Conditions
Option Agreement • August 16th, 2010 • Ezenia Inc • Computer communications equipment

Term. This Stock Option shall terminate and no portion will be exercisable on the earliest of the following: (i) the expiration date, (ii) 90 days after the Optionee ceases to be an employee of the Company or one of its subsidiaries for reasons other than dismissal for Cause, disability or death, (iii) the date the Optionee ceases to be an employee of the Company or one of its subsidiaries if such termination of employment is because of dismissal for Cause, (iv) 12 months from the date the Optionee ceases to be an employee if such termination of employment is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), or (v) 12 months from the date of death in the event of the death of the Optionee. For purposes hereof, “Cause” shall mean a determination by the Committee that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of,

AMENDMENT #3 TO THE FIRST AMENDED AND RESTATED SOFTWARE DISTRIBUTION LICENSE AGREEMENT
Software Distribution License Agreement • March 28th, 2008 • Ezenia Inc • Computer communications equipment

This AMENDMENT #3 (“Amendment”) to the Software Distribution License Agreement between Microsoft Corporation (“Microsoft) and Ezenia! Inc. (“Company”), effective January 1st 2005 (“Agreement’) is made and entered into as of January l, 2007 (the “Amendment Effective Date”).

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER the EZENIA! INC. 2004 Equity Incentive Plan
Non-Qualified Stock Option Agreement • August 16th, 2010 • Ezenia Inc • Computer communications equipment

Pursuant to the Ezenia! Inc. 2004 Equity Incentive Plan (the “Plan”), Ezenia! Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

AMENDMENT # 4 TO THE FIRST AMENDED AND RESTATED SOFTWARE DISTRIBUTION LICENSE AGREEMENT
Software Distribution License Agreement • March 24th, 2009 • Ezenia Inc • Computer communications equipment

This AMENDMENT #4 (“Amendment”) to the Software Distribution License Agreement between Microsoft Corporation (“Microsoft”) and Ezenia! Inc. (“Company”), effective January , 2008 (“Agreement”) is made and entered into as of December , 2008 (the “Amendment Effective Date”).

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