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$51	Preview Full Doc	2004	Agreement and Plan of Merger Agreement and Plan of Merger (218K) Doc #1213561: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC., AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC. Table of Contents TABLE OF CONTENTS ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Effective Time; Closing 1 1.3 Effect of the Merger 1 1.4 . . . 1213561	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: ART TECHNOLOGY GROUP, INC. – PLAN OF MERGER EX-99.1 2 b51509atexv99w1.htm EX-99.1 AGREEMENT AND PLAN OF MERGER Table of Contents Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC. , AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC. Table of Contents TABLE OF CONTENTS ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Effective Time; Closing _____________ Art Technology Group, Inc. – Trial 47 iii Table of Contents AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?) is made and entered into as of August 10, 2004, among Art Technology Group, Inc. , a Delaware corporation (?Parent?), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (?Merger Sub?), and Primus Knowledge Solutions, Inc., a Washington corporation ( _____________ Art Technology Group, Inc. – addresses or facsimile numbers (or at such other address or facsimile numbers for a party as shall be specified by like notice): (a) if to Parent or Merger Sub, to: Art Technology Group, Inc. 25 First Street Cambridge, MA 02141 Facsimile: (617) 386-1111 Attention: Chief Executive Officer with a copy to: Foley Hoag LLP Seaport World Trade Center West 155 Seaport Boulevard _____________ ART TECHNOLOGY GROUP, INC. – Contents IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of Merger to be executed by their duly authorized respective officers as of the date first written above. ART TECHNOLOGY GROUP, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO AUTOBAHN ACQUISITION, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO PRIMUS KNOWLEDGE SOLUTIONS, INC. /s/ MICHAEL _____________ dt 1741196 ; Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: ART TECHNOLOGY GROUP, INC. – PLAN OF MERGER EX-99.1 2 b51509atexv99w1.htm EX-99.1 AGREEMENT AND PLAN OF MERGER Table of Contents Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC. , AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC. Table of Contents TABLE OF CONTENTS ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Effective Time; Closing _____________ Art Technology Group, Inc. – Trial 47 iii Table of Contents AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?) is made and entered into as of August 10, 2004, among Art Technology Group, Inc. , a Delaware corporation (?Parent?), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (?Merger Sub?), and Primus Knowledge Solutions, Inc., a Washington corporation ( _____________ Art Technology Group, Inc. – addresses or facsimile numbers (or at such other address or facsimile numbers for a party as shall be specified by like notice): (a) if to Parent or Merger Sub, to: Art Technology Group, Inc. 25 First Street Cambridge, MA 02141 Facsimile: (617) 386-1111 Attention: Chief Executive Officer with a copy to: Foley Hoag LLP Seaport World Trade Center West 155 Seaport Boulevard _____________ ART TECHNOLOGY GROUP, INC. – Contents IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of Merger to be executed by their duly authorized respective officers as of the date first written above. ART TECHNOLOGY GROUP, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO AUTOBAHN ACQUISITION, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO PRIMUS KNOWLEDGE SOLUTIONS, INC. /s/ MICHAEL _____________ dt 1802997 ; Primus Knowledge Primus Knowledge Solutions Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: PRIMUS KNOWLEDGE SOLUTIONS, INC. – htm EX-99.1 AGREEMENT AND PLAN OF MERGER Table of Contents Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC., AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC. Table of Contents TABLE OF CONTENTS ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Effective Time; Closing 1 1.3 Effect of the Merger 1 _____________ Primus Knowledge Solutions, Inc. – August 10, 2004, among Art Technology Group, Inc., a Delaware corporation (Parent), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (Merger Sub), and Primus Knowledge Solutions, Inc. , a Washington corporation (the Company). RECITALS A. The respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement, and declared advisable the merger of _____________ Primus Knowledge Solutions, Inc. – however, that as of the Effective Time, Article I 1 Table of Contents of the Articles of Incorporation of the Surviving Corporation shall read: The name of the corporation is Primus Knowledge Solutions, Inc. (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter _____________ Primus Knowledge Solutions, Inc. – Seaport World Trade Center West 155 Seaport Boulevard Boston, Massachusetts 02210 Facsimile: (617) 832-7000 Attention: John D. Patterson, Jr. and Robert W. Sweet, Jr. (b) if to Company, to: Primus Knowledge Solutions, Inc. 1601 Fifth Avenue, Suite 1900 Seattle, WA 98101 Facsimile: (206) 834-8111 Attention: Chief Executive Officer with a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite _____________ PRIMUS KNOWLEDGE SOLUTIONS, INC. – first written above. ART TECHNOLOGY GROUP, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO AUTOBAHN ACQUISITION, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO PRIMUS KNOWLEDGE SOLUTIONS, INC. /s/ MICHAEL A. BROCHU BY: MICHAEL A. BROCHU TITLE: PRESIDENT & CEO 47 Table of Contents List of Exhibits Exhibit A Form of Voting Agreement (filed as Item 99. _____________ dt 1709828 ;	Primus Knowledge Primus Knowledge Solutions Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: PRIMUS KNOWLEDGE SOLUTIONS, INC. – htm EX-99.1 AGREEMENT AND PLAN OF MERGER Table of Contents Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC., AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC. Table of Contents TABLE OF CONTENTS ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Effective Time; Closing 1 1.3 Effect of the Merger 1 _____________ Primus Knowledge Solutions, Inc. – August 10, 2004, among Art Technology Group, Inc., a Delaware corporation (Parent), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (Merger Sub), and Primus Knowledge Solutions, Inc. , a Washington corporation (the Company). RECITALS A. The respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement, and declared advisable the merger of _____________ Primus Knowledge Solutions, Inc. – however, that as of the Effective Time, Article I 1 Table of Contents of the Articles of Incorporation of the Surviving Corporation shall read: The name of the corporation is Primus Knowledge Solutions, Inc. (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter _____________ Primus Knowledge Solutions, Inc. – Seaport World Trade Center West 155 Seaport Boulevard Boston, Massachusetts 02210 Facsimile: (617) 832-7000 Attention: John D. Patterson, Jr. and Robert W. Sweet, Jr. (b) if to Company, to: Primus Knowledge Solutions, Inc. 1601 Fifth Avenue, Suite 1900 Seattle, WA 98101 Facsimile: (206) 834-8111 Attention: Chief Executive Officer with a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite _____________ PRIMUS KNOWLEDGE SOLUTIONS, INC. – first written above. ART TECHNOLOGY GROUP, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO AUTOBAHN ACQUISITION, INC. /s/ BOB BURKE BY: BOB BURKE TITLE: PRESIDENT & CEO PRIMUS KNOWLEDGE SOLUTIONS, INC. /s/ MICHAEL A. BROCHU BY: MICHAEL A. BROCHU TITLE: PRESIDENT & CEO 47 Table of Contents List of Exhibits Exhibit A Form of Voting Agreement (filed as Item 99. _____________ dt 1709831 ; Foley Hoag Foley Hoag LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Foley Hoag – the Effective Time) as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the Closing) shall take place at the offices of Foley Hoag LLP, Seaport World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts, at a time and date to be specified by the parties, which shall be no later than the _____________ Foley Hoag – Code, provided, however, that if Preston Gates & Ellis LLP does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if Foley Hoag LLP renders such opinion to the Company. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of rendering such _____________ Foley Hoag – a) if to Parent or Merger Sub, to: Art Technology Group, Inc. 25 First Street Cambridge, MA 02141 Facsimile: (617) 386-1111 Attention: Chief Executive Officer with a copy to: Foley Hoag LLP Seaport World Trade Center West 155 Seaport Boulevard Boston, Massachusetts 02210 Facsimile: (617) 832-7000 Attention: John D. Patterson, Jr. and Robert W. Sweet, Jr. (b) if to _____________ dt 1716577 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Preston Gates – not limited to, severance payments that become due by reason of the consummation of the Merger pursuant to agreements in force prior to July 15, 2004, fees and disbursements of Preston Gates & Ellis, counsel to the Company, fees and disbursements of counsel employed by the Company to defend any claim, suit, action or proceeding commenced or threatened against the Company _____________ Preston Gates – shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent. (c) Tax Opinion. The Company shall have received an opinion of Preston Gates & Ellis LLP, dated as of the Closing Date, in form and substance reasonably satisfactory to it, on the basis of the facts, representations and assumptions set forth or _____________ Preston Gates – Code and that each of Parent and the Company will be a party to the reorganization within the meaning of section 368(a) of the Code, provided, however, that if Preston Gates & Ellis LLP does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if Foley Hoag LLP renders such opinion _____________ Preston Gates – Jr. (b) if to Company, to: Primus Knowledge Solutions, Inc. 1601 Fifth Avenue, Suite 1900 Seattle, WA 98101 Facsimile: (206) 834-8111 Attention: Chief Executive Officer with a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 Facsimile: (206) 623-7022 Attention: Gary J. Kocher and Christopher H. Cunningham 8.3 Interpretation; Certain Defined _____________ dt 1704811
$53	Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (305K) Doc #2519951: Click preview link for longer preview. [Note: The following agreement and plan of merger is attached to provide you with information regarding its terms and conditions. It contains mutual representations and warranties of the parties, which are qualified by confidential disclosure schedules that the parties exchanged in connection with the signing of the agreement. These representations and warranties were exchanged for the purpose of allocating risk among the parties and are not for the purpose of providing disclosures to investors concerning Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that . . . 2519951	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: Art Technology Group, Inc. – of the agreement. These representations and warranties were exchanged for the purpose of allocating risk among the parties and are not for the purpose of providing disclosures to investors concerning Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, _____________ Art Technology Group, Inc. – and are not for the purpose of providing disclosures to investors concerning Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} _____________ Art Technology Group, Inc. – Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY _____________ ART TECHNOLOGY GROUP, INC. – Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC. , ARLINGTON ACQUISITION CORP., STORROW ACQUISITION CORP., ESTARA, INC., BURTON E. MCGILLIVRAY, AS STOCKHOLDER REPRESENTATIVE, AND THE PRINCIPAL STOCKHOLDERS IDENTIFIED ON SCHEDULE I {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} _____________ Art Technology Group, Inc. – Jury Trial............................................. 80 {/TABLE} -iii- {PAGE} AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered into as of September 18, 2006, among Art Technology Group, Inc. , a Delaware corporation ("PARENT"), Arlington Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of Parent ("MERGER SUB 1"), Storrow Acquisition Corp., a Maryland corporation and a wholly _____________ dt 1613087 ; Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: Art Technology Group, Inc. – of the agreement. These representations and warranties were exchanged for the purpose of allocating risk among the parties and are not for the purpose of providing disclosures to investors concerning Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, _____________ Art Technology Group, Inc. – and are not for the purpose of providing disclosures to investors concerning Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} _____________ Art Technology Group, Inc. – Art Technology Group, Inc. or eStara, Inc., and should not be relied upon for that purpose. Information about Art Technology Group, Inc. can be found in the other public filings Art Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY _____________ ART TECHNOLOGY GROUP, INC. – Technology Group, Inc. makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov.] {PAGE} EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC. , ARLINGTON ACQUISITION CORP., STORROW ACQUISITION CORP., ESTARA, INC., BURTON E. MCGILLIVRAY, AS STOCKHOLDER REPRESENTATIVE, AND THE PRINCIPAL STOCKHOLDERS IDENTIFIED ON SCHEDULE I {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} _____________ Art Technology Group, Inc. – Jury Trial............................................. 80 {/TABLE} -iii- {PAGE} AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered into as of September 18, 2006, among Art Technology Group, Inc. , a Delaware corporation ("PARENT"), Arlington Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of Parent ("MERGER SUB 1"), Storrow Acquisition Corp., a Maryland corporation and a wholly _____________ dt 1638154 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: Bank of America, N.A. – expenses as provided in Section 10.6(b)) in connection with such suit, together with interest on the amounts described in Section 9.3(b) (at the prime rate of Bank of America, N.A. in effect on the date such payment was required to be made) from such date until the payment of such amount (together with such accrued interest). Payment of the _____________ dt 1635150 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Nasdaq Stock Market, Inc – shares of Parent Common Stock if that would require that Parent's stockholders would be or would have been required to approve this transaction under the applicable rules of the Nasdaq Stock Market, Inc . or other exchange rules or securities laws, unless prior to the Earn-Out Payment Date, Parent receives such stockholder approval in compliance with such applicable rules of the Nasdaq _____________ Nasdaq Stock Market, Inc – Market, Inc. or other exchange rules or securities laws, unless prior to the Earn-Out Payment Date, Parent receives such stockholder approval in compliance with such applicable rules of the Nasdaq Stock Market, Inc . or other exchange rules or securities laws, or (y) in the form of cash, if such payment would result in the Merger not qualifying as a reorganization under Section _____________ Nasdaq Stock Market, Inc – shares of Parent Common Stock if that would require that Parent's stockholders would be or would have been required to approve this transaction under the applicable rules of the Nasdaq Stock Market, Inc . or other exchange rules or securities laws, unless prior to the Earn-Out Payment Date, Parent receives such stockholder approval in compliance with such applicable rules of the Nasdaq _____________ Nasdaq Stock Market, Inc – Market, Inc. or other exchange rules or securities laws, unless prior to the Earn-Out Payment Date, Parent receives such stockholder approval in compliance with such applicable rules of the Nasdaq Stock Market, Inc . or other exchange rules or securities laws, or (y) in the form of cash, if such payment would result in the Merger not qualifying as a reorganization under Section _____________ dt 1620889 ; Foley Hoag Foley Hoag LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Foley Hoag – Second Step Merger other than the closing of the Merger. (c) The closing of the Merger and the Second Step Merger (the "CLOSING") shall take place at the offices of Foley Hoag LLP, Seaport World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts, at a time and date to be specified by the parties, which shall be no later than the _____________ Foley Hoag – shall have received a certificate to such effect signed on behalf of Parent by an authorized officer of Parent. (c) LEGAL OPINION. The Company shall have received an opinion from Foley Hoag LLP, counsel to Parent, in substantially the form attached as Exhibit E. (d) MATERIAL ADVERSE EFFECT. No Parent Material Adverse Effect shall have occurred since the date of this _____________ Foley Hoag – Parent or either Merger Sub, to: Art Technology Group, Inc. One Main Street Cambridge, MA 02142 Facsimile: (617) 386-1142 Attention: Chief Executive Officer with a copy to: -77- {PAGE} Foley Hoag LLP Seaport World Trade Center West 155 Seaport Boulevard Boston, Massachusetts 02210 Facsimile: (617) 832-7000 Attention: John D. Patterson, Jr. and Robert W. Sweet, Jr. (b) if to _____________ dt 1652040
$35	Preview Full Doc	2003	Change-in-Control Agreement Change-in-Control Agreement (31K) Doc #166445: Click preview link for longer preview. Change-in-Control Agreement THIS EXECUTIVE RETENTION AGREEMENT by and between Art Technology., a Delaware corporation (the "Company"), and Ed Terino (the "Executive") is made as of December 1, 2002 (the "Effective Date"). WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders, and WHEREAS, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company's key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances. NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive's employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1). Key Definitions. As used herein, the following terms shall have the following respective meanings: "Change in Control" means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or {PAGE} agent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. "Change in Control Date" means the first date during the Term (as defined in Section 2) on which a Change in Control occurs. Anything in this Agreement to the 166445	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Change-in-Control Agreement: Art Technology Group, Inc. – and the Executive. [Remainder of page intentionally left blank.] {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. Art Technology Group, Inc. By:__________________________________ Title:_______________________________ {/TEXT} {/DOCUMENT} _____________ dt 1460348 ; Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Change-in-Control Agreement: Art Technology Group, Inc. – and the Executive. [Remainder of page intentionally left blank.] {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. Art Technology Group, Inc. By:__________________________________ Title:_______________________________ {/TEXT} {/DOCUMENT} _____________ dt 1323246 ;	Ed Terino
$39	Preview Full Doc	2006	Change of Control Severance Agreement Change of Control Severance Agreement (31K) Doc #2515592: Click preview link for longer preview. CHANGE OF CONTROL SEVERANCE AGREEMENT 87 TABLE OF CONTENTS 1. Purpose 90 2. Your Agreement 90 3. Events That Trigger Severance Benefits 90 a. Termination After a Change in Control 90 b. Termination After a Potential Change in Control 90 c. Successor Fails to Assume This Agreement 90 4. Events That Do Not Trigger Severance Benefits 90 5. Termination Procedures 91 6. Severance Benefits 91 a. In General . . . 2515592	Art Technology Art Technology Group Inc. ( Software & Programming ) ; Art Technology Art Technology Group Inc. ( Software & Programming ) ;	Versar Versar Inc. ( Waste Management Services ) As referenced in this Change of Control Severance Agreement: VERSAR, INC. – Benefits 99 p. Term of this Agreement 99 (1) Expiration 99 (2) Change in Control 99 89 CHANGE OF CONTROL SEVERANCE AGREEMENT This Agreement between Jeffrey A. Wagonhurst (you) and VERSAR, INC. (Company) has been entered into as of March 17, 2006. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign _____________ Versar, Inc. – remaining number of holders of the Companys common stock following such transaction or series f. Code Code means the Internal Revenue Code of 1986, as amended. g. Company Company means Versar, Inc. and any successor to its business or assets that (by operation of law, or otherwise) assumes and agrees to perform this Agreement. However, for purposes of determining whether a _____________ Versar, Inc. – be determined under this Section 21 (p )(2). 99 IN WITNESS WHEREOF, the parties have executed this Agreement as if the date set forth above. Date 3/20/06 By: Versar, Inc. /S/ Theodore M. Prociv President and CEO Date 3/20/06 /S/ Jeffrey A. Wagonhurst Jeffrey A. Wagonhurst Company notices to you shall be addressed as follows (or in _____________ dt 1609561 ; Versar Versar Inc. ( Waste Management Services ) As referenced in this Change of Control Severance Agreement: VERSAR, INC. – Benefits 99 p. Term of this Agreement 99 (1) Expiration 99 (2) Change in Control 99 89 CHANGE OF CONTROL SEVERANCE AGREEMENT This Agreement between Jeffrey A. Wagonhurst (you) and VERSAR, INC. (Company) has been entered into as of March 17, 2006. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign _____________ Versar, Inc. – remaining number of holders of the Companys common stock following such transaction or series f. Code Code means the Internal Revenue Code of 1986, as amended. g. Company Company means Versar, Inc. and any successor to its business or assets that (by operation of law, or otherwise) assumes and agrees to perform this Agreement. However, for purposes of determining whether a _____________ Versar, Inc. – be determined under this Section 21 (p )(2). 99 IN WITNESS WHEREOF, the parties have executed this Agreement as if the date set forth above. Date 3/20/06 By: Versar, Inc. /S/ Theodore M. Prociv President and CEO Date 3/20/06 /S/ Jeffrey A. Wagonhurst Jeffrey A. Wagonhurst Company notices to you shall be addressed as follows (or in _____________ dt 1609565
$45	Preview Full Doc	2006	Change of Control Severance Agreement Change of Control Severance Agreement (31K) Doc #2515593: Click preview link for longer preview. CHANGE OF CONTROL SEVERANCE AGREEMENT 101 TABLE OF CONTENTS 1. Purpose 104 2. Your Agreement 104 3. Events That Trigger Severance Benefits 104 a. Termination After a Change in Control 104 b. Termination After a Potential Change in Control 104 c. Successor Fails to Assume This Agreement 104 4. Events That Do Not Trigger Severance . . . 2515593	Art Technology Art Technology Group Inc. ( Software & Programming ) ; Art Technology Art Technology Group Inc. ( Software & Programming ) ;	Versar Versar Inc. ( Waste Management Services ) As referenced in this Change of Control Severance Agreement: VERSAR, INC. – Benefits 113 p. Term of this Agreement 113 (1) Expiration 113 (2) Change in Control 113 103 CHANGE OF CONTROL SEVERANCE AGREEMENT This Agreement between Michael J. Abram (you) and VERSAR, INC. (Company) has been entered into as of March 17, 2006. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign _____________ Versar, Inc. – remaining number of holders of the Companys common stock following such transaction or series f. Code Code means the Internal Revenue Code of 1986, as amended. g. Company Company means Versar, Inc. and any successor to its business or assets that (by operation of law, or otherwise) assumes and agrees to perform this Agreement. However, for purposes of determining whether a _____________ Versar, Inc. – be determined under this Section 21 (p )(2). 113 IN WITNESS WHEREOF, the parties have executed this Agreement as if the date set forth above. Date 3/21/06 By: Versar, Inc. /S/ Theodore M. Prociv President and CEO Date 3/22/06 /S/ Michael J. Abram Michael J. Abram Company notices to you shall be addressed as follows (or in _____________ dt 1609562 ; Versar Versar Inc. ( Waste Management Services ) As referenced in this Change of Control Severance Agreement: VERSAR, INC. – Benefits 113 p. Term of this Agreement 113 (1) Expiration 113 (2) Change in Control 113 103 CHANGE OF CONTROL SEVERANCE AGREEMENT This Agreement between Michael J. Abram (you) and VERSAR, INC. (Company) has been entered into as of March 17, 2006. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign _____________ Versar, Inc. – remaining number of holders of the Companys common stock following such transaction or series f. Code Code means the Internal Revenue Code of 1986, as amended. g. Company Company means Versar, Inc. and any successor to its business or assets that (by operation of law, or otherwise) assumes and agrees to perform this Agreement. However, for purposes of determining whether a _____________ Versar, Inc. – be determined under this Section 21 (p )(2). 113 IN WITNESS WHEREOF, the parties have executed this Agreement as if the date set forth above. Date 3/21/06 By: Versar, Inc. /S/ Theodore M. Prociv President and CEO Date 3/22/06 /S/ Michael J. Abram Michael J. Abram Company notices to you shall be addressed as follows (or in _____________ dt 1609566
$36	Preview Full Doc	2006	Executive Management Compensation Plan [2005] Executive Management Compensation Plan [2005] (6K) Doc #1213519: Click preview link for longer preview. EXHIBIT 10.9 ART TECHNOLOGY GROUP, INC. 2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN The executive officers of ATG are eligible to participate in this plan, subject to the execution by the executive officer of the Terms and Conditions of Participation set forth as Exhibit A to this plan. The target bonus payout . . . 1213519	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Executive Management Compensation Plan [2005]: ART TECHNOLOGY GROUP, INC. – SEQUENCE>2 <FILENAME>b57909atexv10w9.txt <DESCRIPTION>EX-10.9 2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN, AS AMENDED <TEXT> <PAGE> EXHIBIT 10.9 ART TECHNOLOGY GROUP, INC. 2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN The executive officers of ATG are eligible to participate in this plan, subject to the execution by the executive officer of the Terms and _____________ dt 1741195 ;	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Executive Management Compensation Plan [2005]: ART TECHNOLOGY GROUP, INC. – SEQUENCE>2 <FILENAME>b57909atexv10w9.txt <DESCRIPTION>EX-10.9 2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN, AS AMENDED <TEXT> <PAGE> EXHIBIT 10.9 ART TECHNOLOGY GROUP, INC. 2005 EXECUTIVE MANAGEMENT COMPENSATION PLAN The executive officers of ATG are eligible to participate in this plan, subject to the execution by the executive officer of the Terms and _____________ dt 1802996
$39	Full Doc	2007	ART Technology Group, Inc. ART Technology Group, Inc. (5K) Doc #3197932: This document is immediately available for purchase, but does not have a preview available for viewing. 3197932	Art Technology Art Technology Group Inc. ( Software & Programming ) ;	Art Technology Art Technology Group Inc. ( Software & Programming )
$35	Full Doc	2007	ART Technology Group, Inc. ART Technology Group, Inc. (4K) Doc #2977342: This document is immediately available for purchase, but does not have a preview available for viewing. 2977342	Art Technology Art Technology Group Inc. ( Software & Programming ) ;	Art Technology Art Technology Group Inc. ( Software & Programming )
$34	Full Doc	2002	Notice of Withdrawal Notice of Withdrawal (2K) Doc #1213597: This document is immediately available for purchase, but does not have a preview available for viewing. 1213597	Art Technology Art Technology Group Inc. ( Software & Programming ) ;	Art Technology Art Technology Group Inc. ( Software & Programming )
$43	Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (31K) Doc #1213617: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT This Agreement is entered into as of July 17, 2000 by and among Art Technology Group, Inc., a Delaware corporation (the "Buyer") and the shareholders listed on Schedule A attached hereto (the "Shareholders"). RECITALS WHEREAS, the Buyer, Art Technology Group Canada ULC, a Nova Scotia unlimited liability corporation (the "Nova Scotia Subsidiary"), TTG Acquisition Corp, a corporation incorporated under the Business Corporations Act (Ontario) ( . . . 1213617	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Registration Rights Agreement: Art Technology Group, Inc. – DESCRIPTION>EXHIBIT 10.11 <TEXT> <PAGE> EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT This Agreement is entered into as of July 17, 2000 by and among Art Technology Group, Inc. , a Delaware corporation (the "Buyer") and the shareholders listed on Schedule A attached hereto (the "Shareholders"). RECITALS WHEREAS, the Buyer, Art Technology Group Canada ULC, a Nova Scotia unlimited _____________ Art Technology Group, Inc. – being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: If to the Buyer, at Art Technology Group, Inc. , 25 First Street, 2nd Floor, Cambridge MA 02141, Attention: President, or at such other address or addresses as may have been furnished in writing by the Buyer to the _____________ Art Technology Group, Inc. – been furnished in writing by the Buyer to the Shareholders, with a copies to David A. Westenberg, Hale and Dorr LLP, 60 State Street, Boston, MA 02109 and Linda Handman, Art Technology Group, Inc. , 25 First Street, 2nd Floor, Cambridge MA 02141; or If to a Shareholder, at his or its address set forth on SCHEDULE A, or at such other address or _____________ ART TECHNOLOGY GROUP, INC. – amend, limit or restrict the contractual obligations of the parties. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLAMK] -9- <PAGE> Executed as of the date first written above. ART TECHNOLOGY GROUP, INC. By: /s/ JOSEPH T. CHUNG ----------------------------------- Title: -------------------------------- SHAREHOLDERS /s/ GERARD W.H. VAN LEEUWEN ----------------------------------- Gerard W.H. van Leeuwen /s/ TIMOTHY F. MOODY ----------------------------------- Timothy F. Moody /s/ HENRY EDWIN VAN _____________ dt 1741197 ;	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Registration Rights Agreement: Art Technology Group, Inc. – DESCRIPTION>EXHIBIT 10.11 <TEXT> <PAGE> EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT This Agreement is entered into as of July 17, 2000 by and among Art Technology Group, Inc. , a Delaware corporation (the "Buyer") and the shareholders listed on Schedule A attached hereto (the "Shareholders"). RECITALS WHEREAS, the Buyer, Art Technology Group Canada ULC, a Nova Scotia unlimited _____________ Art Technology Group, Inc. – being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: If to the Buyer, at Art Technology Group, Inc. , 25 First Street, 2nd Floor, Cambridge MA 02141, Attention: President, or at such other address or addresses as may have been furnished in writing by the Buyer to the _____________ Art Technology Group, Inc. – been furnished in writing by the Buyer to the Shareholders, with a copies to David A. Westenberg, Hale and Dorr LLP, 60 State Street, Boston, MA 02109 and Linda Handman, Art Technology Group, Inc. , 25 First Street, 2nd Floor, Cambridge MA 02141; or If to a Shareholder, at his or its address set forth on SCHEDULE A, or at such other address or _____________ ART TECHNOLOGY GROUP, INC. – amend, limit or restrict the contractual obligations of the parties. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLAMK] -9- <PAGE> Executed as of the date first written above. ART TECHNOLOGY GROUP, INC. By: /s/ JOSEPH T. CHUNG ----------------------------------- Title: -------------------------------- SHAREHOLDERS /s/ GERARD W.H. VAN LEEUWEN ----------------------------------- Gerard W.H. van Leeuwen /s/ TIMOTHY F. MOODY ----------------------------------- Timothy F. Moody /s/ HENRY EDWIN VAN _____________ dt 1802998
$42	Preview Full Doc	2003	Securities Account Control Agreement Securities Account Control Agreement (29K) Doc #166446: Click preview link for longer preview. [SVB LOGO] SVB Securities Securities Account Control Agreement Customer: Art Technology Group, Inc. Creditor: Silicon Valley Bank Date: 12/20/02 This Securities Account Control Agreement entered into as of the above date (this "Agreement") is among SVB Securities, A Division of Alliant Partners ("SVBS"), Banc of America BrokerDealer Services, a division of Banc of America Securities LLC ("BA-BDS" or "Clearing Broker"), the Customer identified above ("Customer"), and the Creditor identified above ("Creditor"). Recitals A. Customer has established a securities account or securities accounts ("Account") with and/or through SVBS and BA-BDS pursuant to a SVB Securities Client Agreement ("Client Agreement"). The account number and title for the Account (or Accounts) are identified in Exhibit A to this Agreement. SVBS acts as the introducing broker. BA-BDS acts as the clearing broker. Both SVBS and Clearing Broker are securities intermediaries pursuant to Article 8 of the California Uniform Commercial Code ("CUCC"). Customer maintains in the Account securities, financial assets and other investment property as defined under Article 8 and 9 of the CUCC (collectively, the "Securities"). B. Pursuant to a security agreement or similar agreement identified in Exhibit A hereto (the "Security Agreement"), Customer has granted to Creditor a security interest in certain personal property of Customer, including without limitation (i) the Account; (ii) the Securities, (iii) all dividends and distributions, whether payable in cash, securities, or other property, in respect of the Securities, (iv) all of Customer's rights in respect of the Securities and Account, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property in sections (i) through (iv) (collectively, the "Collateral"). C. SVBS, Clearing Broker, Customer and Creditor are entering into this Agreement in order to perfect Creditor's security interest in the Collateral and the Account by means of control pursuant to Article 8 of the CUCC. Agreement The parties hereto hereby agree as follows: 1. Defined Terms. All terms used in this Agreement which are defined in the CUCC but are not otherwise defined herein shall have the meanings assigned to such terms in the CUCC, as in effect as of the date of this Agreement. While in the Account, all property credited to the Securities will be treated as financial assets under Article 8 of the CUCC. By this Agreement, Customer grants to Creditor "control" over the Securities within the meaning of Section 8106 of the 166446	Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Securities Account Control Agreement: Art Technology Group, Inc. – EX-10.20 {SEQUENCE}11 {FILENAME}b45865atexv10w20.txt {DESCRIPTION}EX-10.20 SECURITIES ACCOUNT CONTROL AGREEMENT {TEXT} {PAGE} Exhibit 10.20 [SVB LOGO] SVB Securities Securities Account Control Agreement Customer: Art Technology Group, Inc. Creditor: Silicon Valley Bank Date: 12/20/02 This Securities Account Control Agreement entered into as of the above date (this "Agreement") is among SVB Securities, A Division of _____________ dt 1460349 ; Art Technology Art Technology Group Inc. ( Software & Programming ) As referenced in this Securities Account Control Agreement: Art Technology Group, Inc. – EX-10.20 {SEQUENCE}11 {FILENAME}b45865atexv10w20.txt {DESCRIPTION}EX-10.20 SECURITIES ACCOUNT CONTROL AGREEMENT {TEXT} {PAGE} Exhibit 10.20 [SVB LOGO] SVB Securities Securities Account Control Agreement Customer: Art Technology Group, Inc. Creditor: Silicon Valley Bank Date: 12/20/02 This Securities Account Control Agreement entered into as of the above date (this "Agreement") is among SVB Securities, A Division of _____________ dt 1323247 ; SVB Silicon Valley Bank As referenced in this Securities Account Control Agreement: Silicon Valley Bank – SECURITIES ACCOUNT CONTROL AGREEMENT {TEXT} {PAGE} Exhibit 10.20 [SVB LOGO] SVB Securities Securities Account Control Agreement Customer: Art Technology Group, Inc. Creditor: Silicon Valley Bank Date: 12/20/02 This Securities Account Control Agreement entered into as of the above date (this "Agreement") is among SVB Securities, _____________ Silicon Valley Bank – Technology Group By: Gabriel J. Parmese Name: Gabriel J. Parmese Title: Address for Notices 25 First Street Cambridge, MA 02141 Telephone: Facsimile: CREDITOR: Silicon Valley Bank By: /s/ Jonathan L. Gray Name: Jonathan L. Gray Title: SVP Address for Notices 2221 Washington Street One Newton Executive Park Newton, _____________ Silicon Valley Bank – to be completed by creditor): Amended and Restated Loan and Security Agreement dated June 13, 2002, by and between Art Technology Group and Silicon Valley Bank 3. Account Control Agreements Previously Executed by SVB Securities and Clearing Broker with other Parties Asserting an Interest in the Account (This _____________ dt 126970 ;	BofA Securities Banc of America Securities LLC ( Financial )