d) All of the Seller's rights under the purchase orders, contracts and agreements described on Schedule 1.1(d) hereto, for the purchase or sale of utilities, goods, 2 -2-Asset Purchase Agreement • May 13th, 1997 • Videoserver Inc • Computer communications equipment • Massachusetts
EXHIBIT 10.5 EZENIA! LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into and effective this 30th day of October, 2002 (the "EFFECTIVE DATE") by and between Ezenia! Inc., a corporation organized and existing under the laws of the State of...License Agreement • November 14th, 2002 • Ezenia Inc • Computer communications equipment • Delaware
L E A S E ARTICLE 1Lease • March 31st, 2003 • Ezenia Inc • Computer communications equipment • Massachusetts
EXHIBIT 10.2 LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into and effective this 1st day of August, 2002 (the "EFFECTIVE DATE") by and between Tandberg Telecom AS, a corporation organized and existing under the laws of the Kingdom of Norway...License Agreement • November 14th, 2002 • Ezenia Inc • Computer communications equipment • Delaware
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of April 26, 1997, by and between Promptus Communications, Inc., a Rhode Island corporation ("PROMPTUS"), and VideoServer Inc., a Delaware corporation (the "COMPANY"). This Agreement...Registration Rights Agreement • May 30th, 1997 • Videoserver Inc • Computer communications equipment • Massachusetts
PUT AGREEMENTPut Agreement • November 14th, 2001 • Ezenia Inc • Computer communications equipment • Delaware
Exhibit 10.20 ASSET PURCHASE AGREEMENT (as amended as of February 23, 2001) ASSET PURCHASE AGREEMENT dated as of December 28, 2000 by and between Ezenia! Inc., a Delaware corporation (the "PURCHASER"), and General Dynamics Government Systems...Asset Purchase Agreement • March 12th, 2001 • Ezenia Inc • Computer communications equipment • Delaware
INDEMNIFICATION AGREEMENTIndemnification 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”):
EZENIA! INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF APRIL 15, 2008Shareholder 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”).
1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into effective as of January 22, 1999, by and between Khoa D. Nguyen (the "Executive") and VideoServer, Inc., a Delaware corporation (the "Company")....Employment Agreement • March 31st, 1999 • Videoserver Inc • Computer communications equipment • Massachusetts
WITNESSETHSecurity Agreement • November 14th, 2002 • Ezenia Inc • Computer communications equipment
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into effective as of January 22, 1999, by and between Stephen J. Nill (the "Executive") and VideoServer, Inc., a Delaware corporation (the "Company")....Employment Agreement • March 31st, 1999 • Videoserver Inc • Computer communications equipment • Massachusetts
First Amendment To Employment AgreementEmployment 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)Promissory Note • November 14th, 2002 • Ezenia Inc • Computer communications equipment
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder 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”).
RECITALSPut Agreement Amendment • March 31st, 2003 • Ezenia Inc • Computer communications equipment • Delaware
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTSoftware 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 AGREEMENTSeverance 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 AGREEMENTSettlement 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 ConditionsOption 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 AGREEMENTSoftware 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”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER the EZENIA! INC. 2004 Equity Incentive PlanNon-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 AGREEMENTSoftware 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”).
