TENDER AND SUPPORT AGREEMENT
Exhibit
2.2
EXECUTION COPY
EXECUTION COPY
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 4, 2007 by and among
Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal
Republic of Germany (“Parent”), Wizard Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (“Merger Sub”) and the individuals listed on Annex I hereto (each, a
“Stockholder”), each an owner of shares of common stock, par value $0.01 per share (the “Company
Common Stock”) of webMethods, Inc., a Delaware corporation (the “Company”).
WHEREAS, as of the date hereof, each Stockholder listed on Annex I is the holder of
the number of shares of Company Common Stock set forth opposite such Stockholder’s name (all such
shares of Company Common Stock that are outstanding as of the date hereof, together with any shares
of Company Common Stock that are hereafter issued to or otherwise acquired or owned by any
Stockholder prior to the termination of this Agreement, including pursuant to any exercise of
Company Stock Options or Company Stock Rights, acquisition by purchase, stock dividend,
distribution, split-up, recapitalization, combination or similar transaction, the “Subject
Shares”);
WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger
(the “Merger Agreement”) dated as of the date hereof among Parent, Merger Sub and the Company,
Parent and Merger Sub have required that each Stockholder, and in order to induce Parent and Merger
Sub to enter into the Merger Agreement each Stockholder (only in such Stockholder’s capacity as a
holder of the Subject Shares) has agreed to, enter into this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth below, the parties hereto agree as follows:
ARTICLE 1
Agreement to Tender
Section 1.01. Agreement to Tender. (a) Each Stockholder shall validly tender or cause to be
tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Restricted
Stock, Director Deferred Shares, accrued account balances under the Deferred Compensation Plan and
Subject Shares underlying unexercised Company Stock Options) pursuant to and in accordance with the
terms of the Offer promptly, but in any event no later than five Business
Days after the receipt by such Stockholder of all documents or instruments required to be
delivered pursuant to the terms of the Offer, including but not limited to the letter of
transmittal in the case of certificated Subject Shares, each Stockholder shall (i) deliver to the
depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal complying with
the terms of the Offer with respect to his or her Subject Shares, (B) a certificate or certificates
representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of
transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any
uncertificated Subject Shares and (C) all other documents or instruments required to be delivered
by other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his
or her broker or such other Person that is the holder of record of any Subject Shares beneficially
owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the
terms of the Offer. Each Stockholder agrees that, to the maximum extent permitted by Applicable
Law, once his or her Subject Shares are tendered such Stockholder will not withdraw any of such
Subject Shares from the Offer, unless and until (x) the Offer shall have been terminated by Merger
Sub in accordance with the terms of the Merger Agreement or (y) this Agreement shall have been
terminated in accordance with Section 4.03 (the “Termination Date”).
ARTICLE 2
Representations and Warranties of the Stockholders
Each Stockholder represents and warrants to Parent and Merger Sub as to himself or herself,
severally and not jointly, that:
Section 2.01. Authorization; Binding Agreement. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation of the transactions contemplated hereby are
within his or her legal capacity and requisite powers, and if this Agreement is being executed in a
representative or fiduciary capacity, the Person signing this Agreement has full power and
authority to execute, deliver and perform this Agreement. This Agreement constitutes a valid and
binding agreement of such Stockholder enforceable against such Stockholder in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other
similar Applicable Law affecting creditors’ rights generally and by general principles of equity.
Section 2.02. Non-Contravention. The execution, delivery and performance by such Stockholder
of this Agreement and the consummation of the transactions contemplated hereby do not and will not
(i) violate any Applicable Law applicable to such Stockholder, (ii) require any consent or other
action by any Person under, constitute a default under, or give rise to any right of termination,
cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled
under any provision of any agreement or other instrument
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binding on such Stockholder or (iii) result in the imposition of any Encumbrance on any asset
of such Stockholder, in each case such as would impair or adversely affect such Stockholder’s
ability to perform its obligations hereunder. No governmental licenses, authorizations, permits,
consents or approvals are required in connection with the execution and delivery of this Agreement
by such Stockholder or the consummation by such Stockholder of the transactions contemplated
hereby, except for applicable requirements, if any, under the Exchange Act and any other applicable
U.S. federal or state securities laws.
Section 2.03. Ownership of Subject Shares; Total Shares. Such Stockholder is the record or
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of his or her Subject Shares set
forth in Annex I opposite such Stockholder’s name and, as of the date hereof and the date on which
Merger Sub accepts shares of Company Common Stock in the Offer, such Subject Shares are and will be
free and clear of any Encumbrance and any other limitation or restriction (including any
restriction on the right to vote or otherwise transfer such Subject Shares) that would impair or
adversely affect his or her ability to perform obligations hereunder, except as provided hereunder
or pursuant to any applicable restrictions on transfer under the Securities Act. As of the date
hereof, such Stockholder does not directly own or otherwise have the power to tender or cause to be
tendered in the Offer any Company Common Stock or Company Stock Rights other than (i) as set forth
opposite such Stockholder’s name in Annex I and (ii) the shares of Company Common Stock issuable
upon the exercise or conversion of such Stockholder’s Company Stock Options.
Section 2.04. Voting Power. Such Stockholder has full voting power with respect to his or
her Subject Shares and full power of disposition, full power to issue instructions with respect to
the matters set forth herein, and full power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of his or her Subject Shares, except as provided
hereunder. None of such Stockholder’s Subject Shares are subject to any voting trust or other
agreement or arrangement with respect to the voting of such shares, except as provided hereunder.
Section 2.05. Finder’s Fees. Except as provided in the Merger Agreement, no investment
banker, broker, finder or other intermediary is entitled to a fee or commission from the Company or
any of its Subsidiaries in connection with the transactions contemplated by the Merger Agreement or
this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder.
Section 2.06. Reliance by Parent. Such Stockholder understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of
this Agreement.
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ARTICLE 3
Additional Covenants of the Stockholders
Subject to Section 4.15, each Stockholder hereby covenants and agrees as to himself or
herself, severally and not jointly, that:
Section 3.01. Voting of Subject Shares. (a) At every meeting of the stockholders of the
Company called, and at every adjournment or postponement thereof, such Stockholder shall, or shall
cause the holder of record on any applicable record date to vote his or her Subject Shares (to the
extent that any of such Stockholder’s Subject Shares have not been purchased in the Offer) (i) in
favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii)
against (A) any agreement or arrangement related to any Alternative Transaction, (B) any
liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate
reorganization of the Company or any of its Subsidiaries or (C) any other transaction the
consummation of which would reasonably be expected to impede, interfere with, prevent or materially
delay the Offer or the Merger and (iii) in favor of any other matter necessary for consummation of
the transactions contemplated by the Merger Agreement, which is considered at any such meeting of
stockholders, and in connection therewith to execute any documents which are necessary or
appropriate in order to effectuate the foregoing.
(b) Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject
Shares in such Stockholder’s sole discretion and without any other limitation on those matters
other than those set forth in Section 3.01(a) that are at any time or from time to time presented
for consideration to the Company’s stockholders generally.
Section 3.02. Irrevocable Proxy. In order to secure the performance of such Stockholder’s
obligations under this Agreement, by entering into this Agreement, such Stockholder hereby
irrevocably grants a proxy appointing each executive officer of Parent as such Stockholder’s
attorney-in-fact and proxy, with full power of substitution, for and in his or her name, to vote,
express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by
Section 3.01 as such attorney-in-fact and proxy, in its sole discretion, deems proper with respect
to such Stockholder’s Subject Shares. The proxy granted by such Stockholder pursuant to this
Section 3.02 shall be revoked automatically, without any notice or other action by any Person, upon
termination of this Agreement in accordance with its terms. Such Stockholder hereby revokes any
and all previous proxies granted with respect to his or her Subject Shares.
Section 3.03. No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder
or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) transfer
(which term shall include any sale, assignment,
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gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer
of, any or all of his or her Subject Shares, or any interest therein, or create or permit to exist
any Encumbrance, other than any restrictions imposed by Applicable Law or pursuant to this
Agreement, on any such Subject Shares, (ii) enter into any contract, agreement or understanding
with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit
the grant of any proxy, power of attorney or other authorization in or with respect to such Subject
Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into
a voting agreement or arrangement with respect to such Subject Shares or (v) take or permit any
other action that would in any way restrict, limit or interfere with the performance of his or her
obligations hereunder or the transactions contemplated hereby or otherwise make any representation
or warranty of each Stockholder herein untrue or incorrect.
(b) Any attempted transfer of Subject Shares, or any interest therein, in violation of this
Section 3.03 shall be null and void. In furtherance of this Agreement, such Stockholder shall and
hereby does authorize the Company and Merger Sub’s counsel to notify the Company’s transfer agent
that there is a stop transfer restriction with respect to all of his or her Subject Shares (and
that this Agreement places limits on the voting and transfer of his or her Subject Shares);
provided that any such stop transfer restriction shall terminate automatically, without any notice
or other action by any Person, upon the termination of this Agreement in accordance with Section
4.03 and, upon such event, Parent or the Company shall promptly notify the Company’s transfer agent
of such termination.
Section 3.04. No Solicitation; Other Offers. Such Stockholder hereby agrees to comply with
the obligations imposed on the Company and its Affiliates and Representatives pursuant to Section
6.6(b) of the Merger Agreement as if a party thereto.
Section 3.05. No Exercise of Appraisal Rights. Such Stockholder agrees not to exercise any
appraisal rights or dissenter’s rights in respect of his or her Subject Shares which may arise with
respect to the Merger.
Section 3.06. Legends. If so requested by Parent, such Stockholder agrees that his or her
Subject Shares shall bear a legend stating that they are subject to this Agreement; provided, that
the Company shall remove such legend upon the Termination Date.
Section 3.07. Documentation and Information. Such Stockholder (i) consents to and authorizes
the publication and disclosure by Parent of his or her identity and holding of Subject Shares, the
nature of his or her commitments and obligations under this Agreement (including, for the avoidance
of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent
reasonably determines is required to be disclosed by Applicable Law in any press
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release, the Offer Documents, or any other disclosure document in connection with the Offer,
the Merger and any transactions contemplated by the Merger Agreement and (ii) agrees promptly to
give to Parent any information it may reasonably require for the preparation of any such disclosure
documents. Such Stockholder agrees to promptly notify Parent of any required corrections with
respect to any written information supplied by it specifically for use in any such disclosure
document, if and to the extent that any shall have become false or misleading in any material
respect.
ARTICLE 4
Miscellaneous
Section 4.01. Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,
if to Parent or Merger Sub, to:
| Software AG Xxxxxxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx Attention: General Counsel Facsimile No.: x00 0000 00 0000 |
with a copy to:
| Xxxxx Xxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxx Facsimile No.: (000) 000-0000 |
if to the Company, to:
| webMethods, Inc. South Tower 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Facsimile No.: (000) 000-0000 |
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with a copy to:
| Xxxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx Xxxxxxxxx Xxxxx 000 XxXxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxx Facsimile No.: (000) 000-0000 |
if to any Stockholder, to him or her at that address specified on Schedule A, with copies to
the persons identified therein,
or to such other address or facsimile number as such party may hereafter specify for the purpose by
notice to each other party hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a
Business Day in the place of receipt. Otherwise, any such notice, request or communication shall
be deemed to have been received on the next succeeding Business Day in the place of receipt.
Section 4.02. Further Assurances. (a) Each Stockholder shall, from time to time, execute and
deliver, or cause to be executed and delivered, such additional or further transfers, assignments,
endorsements and other instruments as Parent or Merger Sub may reasonably request to carry out the
transactions expressly set forth in this Agreement.
(b) Parent and Merger Subsidiary shall, from time to time, execute and deliver, or cause to be
executed and delivered, such additional or further consents and other instruments as any other
party may reasonably request to carry out the transactions contemplated by this Agreement.
Section 4.03. Termination. This Agreement shall terminate automatically, without any notice
or other action by any Person, upon the earlier of (i) the termination of the Merger Agreement in
accordance with its terms and (ii) the Effective Time. Notwithstanding the foregoing, nothing set
forth in this Section 4.03 or elsewhere in this Agreement shall relieve any party hereto from
liability, or otherwise limit the liability of any party hereto, for any breach of this Agreement.
Section 4.04. Survival of Representations and Warranties. The representations and warranties
contained herein and in any certificate or other writing delivered pursuant hereto shall not
survive the Effective Time.
Section 4.05. Amendments and Waivers. (a) Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or, in the case of
a waiver, by each party against whom the waiver is to be effective.
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(b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by Applicable Law.
Section 4.06. Expenses. Except as otherwise provided herein, all costs and expenses incurred
in connection with this Agreement shall be paid by the party incurring such cost or expense.
Section 4.07. Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. No provision of this Agreement is intended to confer any rights, benefits,
remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and
their respective successors and assigns.
(b) No party may assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of each other party hereto, except that each of Parent and
Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from
time to time in part, to one or more of its Affiliates at any time.
Section 4.08. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof.
Section 4.09. Jurisdiction. The parties hereto agree that any Proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court located in the State of
Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the
exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. Process in any such Proceeding may be served on any
party anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on
such party as provided in Section 4.01 shall be deemed effective service of process on such
party.
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Section 4.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 4.11. Counterparts; Effectiveness. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until
and unless each party has received a counterpart hereof signed by each other party hereto, this
Agreement shall have no effect and no party shall have any right or obligation hereunder (whether
by virtue of any other oral or written agreement or other communication).
Section 4.12. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter of this Agreement and supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to its subject matter.
Section 4.13. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other Governmental Authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 4.14. Specific Performance. The parties hereto agree that each of Parent and Merger
Sub would be irreparably damaged if for any reason any Stockholder fails to perform any of his or
her obligations under this Agreement, and that each of Parent and Merger Sub would not have an
adequate remedy at law for money damages in such event. Accordingly, each of Parent and Merger Sub
shall be entitled to specific performance and injunctive and other equitable relief to prevent
breaches of this Agreement or to enforce specifically the performance of the terms and provisions
hereof in any federal court located in the
State of Delaware or any Delaware state court, in addition to any other remedy to which they
are entitled at law or in equity.
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Section 4.15. Stockholder Capacity. Notwithstanding any provision of this Agreement to the
contrary, nothing in this Agreement shall (or shall require any Stockholder to attempt to) limit or
restrict any Stockholder who is a director or officer of the Company from acting in such capacity
(it being understood that this Agreement shall apply to each Stockholder solely in each
Stockholder’s capacity as a holder of the Subject Shares), including in the case of any Stockholder
who is a director from voting in such person’s sole discretion in meetings or written consents of
the Company’s board of directors.
Section 4.16. Stockholder Obligations Several and not Joint. The obligations of each
Stockholder hereunder shall be several and not joint and no Stockholder shall be liable for any
breach of the terms of this Agreement by any other Stockholder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.
| SOFTWARE AG |
||||
| By: | /s/ Xxxx-Xxxxx Xxxxxxxxx | |||
| Name: | Xxxx-Xxxxx Xxxxxxxxx | |||
| Title: | Chief Executive Officer | |||
| By: | /s/ Arnd Zinnhardt | |||
| Name: | Arnd Zinnhardt | |||
| Title: | Chief Financial officer | |||
| WIZARD ACQUISITION, INC. |
||||
| By: | /s/ Xxxx-Xxxxx Xxxxxxxxx | |||
| Name: | Xxxx-Xxxxx Xxxxxxxxx | |||
| Title: | Chief Executive Officer | |||
[Signature Page to Tender and Support Agreement]
| STOCKHOLDERS | ||
| XXXX XXXXXX | ||
| XXXXX X. XXXXX | ||
| /s/ Xxxxx X. Xxxxx | ||
| R. XXXXX XXXXX | ||
| /s/ R. Xxxxx Xxxxx | ||
| XXXXX XXXXXX | ||
| XXXXX X. XXXXXXXXXX | ||
| /s/ Xxxxx X. Xxxxxxxxxx | ||
[Signature Page to Tender and Support Agreement]
| XXXX X. XXXXX | ||
| /s/ Xxxx X. Xxxxx | ||
| XXXXXXX X. XXXXXXXXX | ||
| XXXX XXXXXXXX | ||
| /s/ Xxxx Xxxxxxxx | ||
| XXXXXXX XXXXXXX | ||
| /s/ Xxxxxxx Xxxxxxx | ||
| XXXXXXX XXXXX | ||
| /s/ Xxxxxxx Xxxxx | ||
[Signature Page to Tender and Support Agreement
| XXXXXXX XXXXXX | ||
| /s/ Xxxxxxx XxXxxx | ||
| XXXXX XXXXXXXX | ||
| /s/ Xxxxx Xxxxxxxx | ||
| XXXXXXX XXXXXX MUHLNER | ||
| /s/ Xxxxxxx Xxxxxx Muhlner | ||
| XXXXXXX XXXXXX | ||
| /s/ Xxxxxxx Xxxxxx | ||
[Signature Page to Tender and Support Agreement]
ANNEX I
| Company Common | Company Stock | |||||||
| Stockholder | Stock | Options | ||||||
Xxxx Xxxxxx (BOD) |
0 | 55,188 | ||||||
Xxxxx X. Xxxxx (BOD) |
45,128 | 115,188 | ||||||
R. Xxxxx Xxxxx (BOD) |
299,855 | 115,188 | ||||||
Xxxxx Xxxxxx (BOD) |
2,000 | 58,938 | ||||||
Xxxxx X. Xxxxxxxxxx
(BOD) |
600 | 115,188 | ||||||
Xxxx X. Xxxxx (BOD) |
45,082 | 69,198 | ||||||
Xxxxxxx X. Xxxxxxxxx
(BOD) |
0 | 73,938 | ||||||
Xxxx Xxxxxxxx (BOD) |
30,125 | 115,188 | ||||||
Xxxxxxx Xxxxxxx
(Chairman) |
0 | 173,938 | ||||||
Xxxxx Xxxxxxxx (BOD) |
12,627 | 1,340,006 | ||||||
Xxxxxxx Xxxxx |
0 | 65,000 | ||||||
Xxxxxxx XxXxxx |
26,634 | 792,000 | ||||||
Xxxxxxx Xxxxxx Muhlner |
34,308 | 561,105 | ||||||
Xxxxxxx Xxxxxx |
50,000 | 275,000 | ||||||
SCHEDULE A
Addresses for Notices
| Stockholder | Address | |
| c/o webMethods, Inc. | ||
Xxxx Xxxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxx X. Xxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
R. Xxxxx Xxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxx Xxxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
Xxxxx X. Xxxxxxxxxx (BOD)
|
c/o webMethods, Inc. | |
| 0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | ||
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxx X. Xxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx X. Xxxxxxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxx Xxxxxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx Xxxxxxx (Chairman)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxx Xxxxxxxx (BOD)
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx Xxxxx
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx XxXxxx
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx Xxxxxx Muhlner
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 | ||
| c/o webMethods, Inc. | ||
Xxxxxxx Xxxxxx
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx | |
| Xxxxxxx, Xxxxxxxx 00000 |
