DOUBLE-TAKE SOFTWARE, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New York
Cowen and Company, LLC Thomas Weisel Partners LLC Cibc World Markets Corp. Pacific Crest Securities As representatives of the several Underwriters
AMENDED AND RESTATED EMPLOYMENT/SEVERANCE AGREEMENTEmployment/Severance Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED AGREEMENT made as of the 31 day of October, 2006 by and between David J. Demlow residing at 5776 Kingfisher Place, Carmel, Indiana 46033 (hereinafter referred to as the “Employee”) and Double-Take Software, Inc., a Delaware corporation with principal offices located at 257 Turnpike Road, Suite 210, Southborough, Massachusetts 01772 (hereinafter referred to as the “Company”).
October 31, 2006Double-Take Software, Inc. • November 7th, 2006 • Services-prepackaged software • New Jersey
DOUBLE-TAKE SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 200 by and between Double-Take Software, Inc., a Delaware corporation (“Double-Take”), and (“Indemnified Person”).
NON-DISCLOSURE CONFIDENTIALITY AGREEMENT DOUBLETAKE SOFTWARE, INC.Non-Disclosure Confidentiality Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New Jersey
(hereinafter referred to as the “employee”) hereby acknowledges that Double-Take Software, Inc., et al. (hereinafter referred to as the “Corporation”) is engaged in the business of developing, selling, distributing, supporting, installing and servicing computer related software. Both parties agree that the operation of the business and performance of the work of the Corporation involves special skills, knowledge, trade secrets, special techniques, procedures or names and addresses of the customers, past and present, of the Corporation. The employee acknowledges that he is being employed with the express understanding that all of the foregoing shall not be divulged or otherwise disclosed to anyone at any time.
DOUBLE-TAKE SOFTWARE 2006 OMNIBUS INCENTIVE PLAN DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTDirector Nonqualified Stock Option Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
Double-Take Software, Inc, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Incentive Plan (the “Plan”).
DOUBLE-TAKE SOFTWARE 2006 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
Double-Take Software, Inc, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Incentive Plan (the “Plan”).
October 31, 2006 Daniel M. Jones 25 Frost Valley Road Mount Sinai, NY 11766 Dear Dan,Double-Take Software, Inc. • November 7th, 2006 • Services-prepackaged software • New Jersey
On behalf of Double-Take Software, Inc. (the “Company”), I am pleased to enter into an amended and restated employment agreement with you that continues your position as Vice President of North American Sales and Marketing, effective on October 31, 2006. This agreement amends and restates your agreement with the Company dated April 20, 2005. Following are the terms of this amended and restated employment agreement:
DOUBLE-TAKE SOFTWARE 2006 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • Delaware
Double-Take Software, Inc, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Incentive Plan (the “Plan”).
SHARES PURCHASE AGREEMENT dated as of May 23, 2006 among NSI SOFTWARE, INC. and the SHAREHOLDERS OF SUNBELT SYSTEM SOFTWARE S.A.S.Shares Purchase Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New York
THIS SHARES PURCHASE AGREEMENT, dated as of May 23, 2006 (this “Agreement”), is entered into by and among NSI SOFTWARE, INC., a Delaware corporation with its principal place of business located at 257 Turnpike Road, Southboro, MA 01772, USA (“NSI”), and (i) SUNBELT INTERNATIONAL S.A.R.L., a limited liability company existing under the laws of the Republic of France, and (ii) Mr. Jo MURCIANO, residing at 7, Allée Jean Houdon, 92500 Rueil-Malmaison, France (collectively, the “Sunbelt Shareholders”) as the holders of all of the shares of SUNBELT SYSTEM SOFTWARE S.A.S., a société par actions simplifiée existing under the laws of the Republic of France, with a share capital of €37,000, having its corporate headquarters located at 116-118 avenue Paul Doumer 92500 Rueil-Malmaison, identified under number 389 300 690 RCS Nanterre (“Sunbelt”).
August 7, 2006 Dean Goodermote Dear Dean,Double-Take Software, Inc. • November 7th, 2006 • Services-prepackaged software
On behalf of Double-Take Software, Inc. (the “Company”), we are pleased to enter into an amended and restated employment agreement with you continuing your position as CEO and Chairman, effective August 7, 2006, and which amends and restates your agreement with the Company dated March 22, 2005. This position reports to the Board of Directors. Following are the terms of this employment agreement:
