PASSMARK SECURITY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2006 • Rsa Security Inc/De/ • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of July 16, 2004 by and between PassMark Security, Inc., a Delaware corporation (the “Company”), and William Harris, Jr. (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RSA SECURITY INC., S&C ACQUISITION CORP., AND PASSMARK SECURITY, INC.Merger Agreement • April 26th, 2006 • Rsa Security Inc/De/ • Computer peripheral equipment, nec • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of April 24, 2006 by and among RSA Security Inc., a Delaware corporation (the “Buyer”), S&C Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), PassMark Security, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 1.10, 1.12, and 1.13 and Articles VI and VII hereof, Paul Bergholm in his capacity as the Representative (as defined herein). The Buyer, the Transitory Subsidiary and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
April 24, 2006 RSA Security Inc. 174 Middlesex Turnpike Bedford, Massachusetts 01730 Attention: Chief Executive OfficerIndemnification Agreement • April 26th, 2006 • Rsa Security Inc/De/ • Computer peripheral equipment, nec
This letter agreement is with reference to the Agreement and Plan of Merger (the “Agreement”), dated as of April 24, 2006, by and among PassMark Security, Inc. (“PassMark”), S&C Acquisition Corp., and RSA Security, Inc. (“Indemnitee”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 26th, 2006 • Rsa Security Inc/De/ • Computer peripheral equipment, nec • California
This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is entered into by and among RSA Security Inc., a Delaware corporation (“RSA”), PassMark Security, Inc., a Delaware corporation (the “Company”), and William H. Harris, Jr. (“Stockholder”) (collectively, the “Parties”).
