0000912057-01-506049 Sample Contracts

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Letter Agreement • April 2nd, 2001 • Preview Systems Inc • Services-business services, nec

Preview Systems, Inc. has determined that it is necessary to eliminate your position while the Company determines its future focus. This Letter Agreement will define our understanding and agreement regarding the terms of the termination of your employment relationship with the Company. The Company is offering certain benefits to you to assist you during your search for new employment and in consideration for your release of claims with respect to the Company. Should you decide to accept the benefits offered in this Letter Agreement as consideration for your release of claims, you must sign and return this Letter Agreement within the time specified below. By your signature below, you acknowledge and agree with the following:

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AGREEMENT
Agreement • April 2nd, 2001 • Preview Systems Inc • Services-business services, nec

This Agreement ("Agreement") is entered into effective as of December 15, 2000 (the "Effective Date") by and between Preview Systems, Inc., with an office at 1195 W. Fremont Ave., Suite 2001, Sunnyvale, CA 94087 ("PSI") and Sony Marketing (Japan), Inc., with an office at 4-10-18 Tanakawa, Minato-ku, Tokyo, 108-0074, Japan ("SMOJ").

THIRD AMENDMENT TO ONE THOUSAND BROADWAY BUILDING LEASE AGREEMENT By and Between One Thousand Broadway Building Limited Partnership And
Preview Systems Inc • April 2nd, 2001 • Services-business services, nec

This Third Amendment is entered into and executed by ONE THOUSAND BROADWAY BUILDING LIMITED PARTNERSHIP ("Landlord"), and PREVIEW SYSTEMS, INC. a Delaware Corporation ("Tenant").

PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, AND ACCELERATED VESTING AGREEMENT
Preview Systems Inc • April 2nd, 2001 • Services-business services, nec

Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the benefits of the Retention Bonus and Severance Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on March 23, 2001.

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