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$41	Preview Full Doc	2002	Agreement Agreement (45K) Doc #146286: Click preview link for longer preview. AGREEMENT This Agreement ("Agreement") is made and entered into as of April ___, 2001 (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: RECITALS A. VerticalNet and Microsoft have entered into a Co-Marketing Agreement with an Effective Date of March 29, 2000, as amended (the "Co-Marketing Agreement") relating to, among other things, VerticalNet's portfolio of vertical business-to-business trade communities, and Microsoft's bCentral and MSN sites, which is attached hereto as Exhibit A. B. The parties desire to terminate the Co-Marketing Agreement and enter into this Agreement. AGREEMENT Accordingly, VerticalNet and Microsoft, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms (when initially capitalized) will have the indicated meanings: 1.1. "bCENTRAL" means that certain Web Site owned and operated by Microsoft providing business-to-business services and accessed through the domain (http://www.bcentral.com), and any successor Web Site(s). 1.2. "LINK" means an embedded icon, object, graphic or text within a Web Page that consists of a hypertext pointer to the URL address of a Web Page. 1.3. "MSN SERVICE" means the aggregation of Web-based properties (as such properties may change from time to time in Microsoft's sole discretion) which is currently marketed by Microsoft as "The Microsoft Network" and/or "MSN", and accessed through the domain (http://www.msn.com). 1.4. "TERM" means the period commencing on the Effective Date and ending on June 30, 2002, subject to earlier termination pursuant to Section 5.1 below. 1.5. "URL" means a uniform resource locator which serves as the address of a Web Page. 1.6. "VERTICALNET COMMUNITIES" means the VerticalNet portfolio of wholly-owned Web Sites that consist of vertical business-to-business trade communities which combine content, community interaction and the ability to conduct business transactions on line, and 1 {PAGE} which feature, among other elements, virtual "storefronts" licensed, developed and maintained by VerticalNet for third parties. 1.7. "WEB PAGE" means content in the World Wide Web portion of the Internet accessed via a single URL, and excluding content on other Web Pages accessed via Links in said content. 1.8. "WEB SITE" means a collection of Web Pages related in some manner and interconnected via Links within a specific URL domain. 2. TERMINATION AND PAYMENT. 2.1. TERMINATION OF CO-MARKETING AGREEMENT. VerticalNet and Microsoft hereby agree that the Co-Marketing Agreement is terminated as of March 31, 2001. 2.1.1. Any amounts owed pursuant to the Co-Marketing Agreement by one party to the other as of March 31, 2001 shall be deemed terminated and released. Notwithstanding anything in the Co-Marketing Agreement to the contrary, including but not limited to Section 7.2.3, the following provisions of the Co-Marketing Agreement shall not survive termination: Sections 2.1.1, 2.1.2(d), 2.1.2(e), 2.1.3, 2.1.4, 2.1.5, 2.2, 2.3, 2.4, 2.5, 3, 4, 5.1.1, 5.1.2, 5.2.1, 5.2.2, 6, 7, 8.1 and 8.2. Notwithstanding anything in the Co-Marketing Agreement or this Agreement to the contrary, only the following provisions of the Co-Marketing Agreement shall survive the termination of the Co-Marketing Agreement: Sections 2.1.2(a), 2.1.2(b), 2.1.2(c), 2.4.2, 2.5.2, 5.1.3, 5.1.4, 5.2.3, 5.2.4, 8.3, and 9 through 24. 2.1.2. The parties acknowledge and agree that, pursuant to the Co-Marketing Agreement, VerticalNet has already paid Microsoft $8,399,110 in consideration for goods and services that Microsoft has not yet provided. The parties acknowledge and agree that such payment shall be allocated as follows: (a) $4,000,000 shall be recognized by Microsoft in consideration for the License Agreement for ClearLead executed by the parties concurrently herewith; and (b) $4,399,110 shall be recognized by Microsoft for VerticalNet banner ads and other promotional placements made by Microsoft in bCentral and other Microsoft Web Sites through June 30, 2001. 2.1.3. Notwithstanding anything in the Co-Marketing Agreement or this Agreement that is, or may be construed to be to the contrary, in the event VerticalNet no longer sells Storefronts or E-Commerce Centers (as such terms are defined in the Co-Marketing Agreement), or successor products that are substantially similar to the Storefronts or E-Commerce Centers, it shall deliver all data relating to and generated by the Storefronts or E-Commerce Centers of Microsoft Customers (as defined in the Co-Marketing Agreement), and Microsoft may freely use such data in connection with its business. 2.2. PAYMENT. As a prepayment for the deployment of the products set forth on Schedule A, Microsoft shall pay $40 million to VerticalNet. VerticalNet shall deploy or upsell products on behalf of Microsoft within 12 months from the date hereof. The parties acknowledge and agree that Microsoft has already paid VerticalNet $18,544,032 of the aforementioned $40 million. Microsoft shall pay VerticalNet the balance of $21,455,968 upon the execution of 146286	Microsoft Microsoft Corp. As referenced in this Agreement: MICROSOFT CORP – and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORP ORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: _____________ Microsoft Corp – SECTION 8. 9. CONFIDENTIALITY. 9.1. EXISTING NON-DISCLOSURE AGREEMENT. Microsoft and VerticalNet acknowledge and agree that the terms and conditions of the Microsoft Corp oration Non-Disclosure Agreement, that was attached as Exhibit I to the Co-Marketing Agreement ("NDA"), are incorporated by reference into this Agreement. _____________ MICROSOFT CORP – their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORP ORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 116515 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Agreement: MICROSOFT CORP – and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORP ORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: _____________ Microsoft Corp – SECTION 8. 9. CONFIDENTIALITY. 9.1. EXISTING NON-DISCLOSURE AGREEMENT. Microsoft and VerticalNet acknowledge and agree that the terms and conditions of the Microsoft Corp oration Non-Disclosure Agreement, that was attached as Exhibit I to the Co-Marketing Agreement ("NDA"), are incorporated by reference into this Agreement. _____________ MICROSOFT CORP – their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORP ORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 116515 ;	Verticalnet Verticalnet, Inc. ( Computer Services ) As referenced in this Agreement: VERTICALNET, INC. – AS OF APRIL 26, 2001 {TEXT} {PAGE} EXHIBIT 2.2 AGREEMENT This Agreement ("Agreement") is made and entered into as of April ___, 2001 (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business _____________ VERTICALNET, INC. – WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORPORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 1451121 ; Verticalnet Verticalnet, Inc. ( Computer Services ) As referenced in this Agreement: VERTICALNET, INC. – AS OF APRIL 26, 2001 {TEXT} {PAGE} EXHIBIT 2.2 AGREEMENT This Agreement ("Agreement") is made and entered into as of April ___, 2001 (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business _____________ VERTICALNET, INC. – WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORPORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 1451163
$99	Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (1,138K) Doc #2367890: Click preview link for longer preview. Fifth Third Funds Annual Report July 31, 2002 [LOGO] STOCK AND BOND MUTUAL FUNDS Annual Report to Shareholders July 31, 2002 NOTICE OF DELIVERY OF PROSPECTUSES, SEMI-ANNUAL REPORTS AND ANNUAL REPORTS In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, . . . 2367890	Microsoft Microsoft Corp. As referenced in this Annual Report to Shareholders: Microsoft Corp – of investing in attractively valued shares of high-quality firms with strong and consistent growth characteristics. We found opportunities during the period in the software sector, building our position in Microsoft Corp . (5.71% of net assets) and adding such names as Mercury Interactive Corp. (4.57%). We also favored the semiconductor sector, which delivered strong returns during much of the _____________ Microsoft Corp – example, Mercury Interactive./++/ Q. What were the Fund's top five holdings at the end of the period? A. The Fund's largest holdings as of July 31, 2002 were Microsoft Corp . (5.71% of net assets), EMC Corp. (5.06%), BEA Systems, Inc. (4.73%), Mercury Interactive Corp. (4.57%) and Analog Devices, Inc. (4.54%)./++/ -------- /+/Funds whose investments are _____________ Microsoft Corp – What were the Fund's top five holdings as of January 31, 2002? A. The Fund's top five holdings were Marsh & McClennan Cos., Inc. (5.22% of net assets), Microsoft Corp . (4.73%), Bank of New York Co., Inc. (4.16%), Amgen, Inc. (3.97%) and Mellon Financial Corp. (3.96%)./++/ ------- /++/The composition of the Fund's portfolio is subject _____________ Microsoft Corp – as of July 31, 2002? A. The Fund's top five holdings for July 31, 2002 were General Electric Corp. (4.23% of net assets), Exxon Mobil Corp. (3.66%), Microsoft Corp . (3.42%), Wal-Mart Stores, Inc. (3.02%), and American International Group, Inc. (2.91%)./++/ ---------- /++/ The composition of the Fund's portfolio is subject to change. 18 {PAGE} Growth _____________ Microsoft Corp – b) 253 ------------------------------------------ ------ Computer Software & Services - 23.4% ------------------------------------------ 35,000 Adobe Systems, Inc. 839 170,000 EMC Corp. (b) 1,275 45,000 Mercury Interactive Corp. (b) 1,153 30,000 Microsoft Corp . (b) 1,439 35,000 Network Appliance, Inc. (b) 296 90,000 Oracle Corp. (b) 901 ------------------------------------------ ------ Total 5,903 ------------------------------------------ ------ Diversified Hardware - 8.0% ------------------------------------------ 42,500 Agilent Technologies (b) 803 _____________ dt 1578365 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Annual Report to Shareholders: Microsoft Corp – of investing in attractively valued shares of high-quality firms with strong and consistent growth characteristics. We found opportunities during the period in the software sector, building our position in Microsoft Corp . (5.71% of net assets) and adding such names as Mercury Interactive Corp. (4.57%). We also favored the semiconductor sector, which delivered strong returns during much of the _____________ Microsoft Corp – example, Mercury Interactive./++/ Q. What were the Fund's top five holdings at the end of the period? A. The Fund's largest holdings as of July 31, 2002 were Microsoft Corp . (5.71% of net assets), EMC Corp. (5.06%), BEA Systems, Inc. (4.73%), Mercury Interactive Corp. (4.57%) and Analog Devices, Inc. (4.54%)./++/ -------- /+/Funds whose investments are _____________ Microsoft Corp – What were the Fund's top five holdings as of January 31, 2002? A. The Fund's top five holdings were Marsh & McClennan Cos., Inc. (5.22% of net assets), Microsoft Corp . (4.73%), Bank of New York Co., Inc. (4.16%), Amgen, Inc. (3.97%) and Mellon Financial Corp. (3.96%)./++/ ------- /++/The composition of the Fund's portfolio is subject _____________ Microsoft Corp – as of July 31, 2002? A. The Fund's top five holdings for July 31, 2002 were General Electric Corp. (4.23% of net assets), Exxon Mobil Corp. (3.66%), Microsoft Corp . (3.42%), Wal-Mart Stores, Inc. (3.02%), and American International Group, Inc. (2.91%)./++/ ---------- /++/ The composition of the Fund's portfolio is subject to change. 18 {PAGE} Growth _____________ Microsoft Corp – b) 253 ------------------------------------------ ------ Computer Software & Services - 23.4% ------------------------------------------ 35,000 Adobe Systems, Inc. 839 170,000 EMC Corp. (b) 1,275 45,000 Mercury Interactive Corp. (b) 1,153 30,000 Microsoft Corp . (b) 1,439 35,000 Network Appliance, Inc. (b) 296 90,000 Oracle Corp. (b) 901 ------------------------------------------ ------ Total 5,903 ------------------------------------------ ------ Diversified Hardware - 8.0% ------------------------------------------ 42,500 Agilent Technologies (b) 803 _____________ dt 1578365 ; 3Com 3Com Corp. ( Computer Networks ) As referenced in this Annual Report to Shareholders: 3Com Corp. – of Portfolio Investments (continued) July 31, 2002 (Amounts in thousands except share amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Shares or Principal Security Amount Description Value --------- ------------------------------------- ------- {C} {S} {C} Telecommunications - 5.2% ------------------------------------- 327,000 3Com Corp. (b) $ 1,475 200,000 AT&T Corp. 2,035 276,800 Crown Castle International (b) 637 350,000 JDS Uniphase Corp. (b) 886 35,000 Verizon Communications, Inc. _____________ dt 1564993 ;	Acxiom Acxiom Corp. ( Computer Services ) As referenced in this Annual Report to Shareholders: Acxiom Corp. – Republic Bancorp., Inc. 2,694 112,500 Texas Regional Bancshares, Inc. 3,712 ------------------------------------ -------- Total 12,273 ------------------------------------ -------- Business Equipment & Services - 7.5% ------------------------------------ 150,000 ABM Industries, Inc. 2,475 100,000 Acxiom Corp. (b) 1,586 75,000 Administaff, Inc. (b) 563 75,000 Advo, Inc. (b) 2,582 100,000 Catalina Marketing Corp. (b) 2,874 125,000 Copart, Inc. (b) _____________ dt 1536566 ; AES AES Corp. ( Electric Utilities ) As referenced in this Annual Report to Shareholders: AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The poorest performers during the period were Qwest Communications International, Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/ Q. What is your outlook for large-company stocks going forward? A. The U.S. economy should improve going forward; however, the recovery depends _____________ AES Corp. – 275 55,405 Southwest Airlines Co. 765 18,100 Union Pacific Corp. 1,062 80,300 United Parcel Service, Inc. 5,247 ---------------------------------------- ------- Total 10,721 ---------------------------------------- ------- Utilities - 2.7% ---------------------------------------- 42,600 AES Corp. (b) 87 9,000 Allegheny Energy, Inc. 189 10,400 Ameren Corp. 454 24,360 American Electric Power Company, Inc. 802 29,700 Calpine Corp. (b) 148 10,200 _____________ dt 1567822 ; More...
$48	Preview Full Doc	2004	Commercial Agreement Commercial Agreement (92K) Doc #228594: Click preview link for longer preview. COMMERCIAL AGREEMENT This Agreement ("Agreement") is made and entered into as of the later of the two signature dates below (the "Effective Date"), by and between GREENFIELD ONLINE, INC., ("GFOL") a Delaware corporation with its principal place of business at 21 River Road, Wilton, CT 06897, and MICROSOFT CORPORATION, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 ("Microsoft"). WHEREAS, the parties have agreed to enter into a business relationship regarding an online Market Research Survey Service that will be developed, marketed and served by GFOL and distributed by Microsoft over its MSN website. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Microsoft and GFOL hereby agree as follows: 1. DEFINITIONS. "CHANNEL" means a group of content-related secondary web pages within a web site that are devoted to a particular subject (such as Careers, Entertainment, News or Travel), the top level page of which group is accessed directly from a web site's home page, a web site's fixed navigation links and other placements. "CLICKS" mean each occurrence when a MSN End Users clicks on any Link within MSN and is linked to a Router Page on the Co-Branded Survey Site. "CO-BRANDED SURVEY SITE" means the GFOL and Microsoft branded Web site, developed, maintained and hosted by GFOL at the virtual domain, www.surveyrouter.com containing the Router Pages and www.greenfieldonline.com Surveys (as defined below). "COMMERCIAL RELEASE DATE" means the date on which the Co-Branded Survey Site (as defined below) is first made available to End Users. "END USER(S)" mean all end users of a web site. "KEY CUSTOMER(S)" means customers or partners who provide more than $1,000,000 in advertising revenue to Microsoft. Key customers may not include Insight Express, Harris Interactive, Decision Analysts, NPD, Knowledge Networks, ComScore, Market Tools, e-shearch, Evaluations, Survey Sampling, SPSSmr, and the companies owned or controlled by NFO, Market Facts, UBM, The Kantar Group, Aegis, Interpublic Group and Taylor/Nelson/Sofres "LINK" means an embedded icon, object, graphic or text within a web page that consists of a hypertext pointer to the Co-Branded Survey Site. "MSN TEMPLATE" means the MSN Template set forth in Exhibit 1. "MSN" means (i) the broadband and narrowband U.S., English language version aggregation of Microsoft and third party web sites (as such properties may change from 1 {PAGE} time to time in Microsoft's sole discretion), which is currently or hereafter marketed by Microsoft as "The Microsoft Network" and/or "MSN"; (ii) MSN Vertical Providers (except as provided below), and (iii) any successor, replacement or new versions of the foregoing web site branded "MSN" or "The Microsoft Network." "MSN" includes all versions of MSN that are co-branded with third parties (or their successors or replacements) for which Microsoft controls the majority of the web site. "MSN" does not include (i) Microsoft Product web sites such as www.microsoft.com; (ii) MSN Vertical Providers not controlled exclusively by Microsoft (e.g., MSNBC); and (iii) international versions of MSN or non-English language versions of MSN (whether international or in the U.S.). "MSN VERTICAL PROVIDER" means a Microsoft joint venture or third-party content provider web site linked to or from the MSN home page or other part of MSN (such as a Channel or sub-Channel) during the Term, where (i) the branding of the default home page as a result of such Link is either co-branded with MSN or controlled exclusively by such Content provider, and (ii) the operation of such web site may be controlled exclusively by such third party content provider. For example, MSNBC, ESPN, WebMD and Expedia are the respective MSN Vertical Providers of the "news," "sports," "health" and "travel" Channels on MSN as of the Effective Date. "PORTAL" means any general interest or specialty subject web site available to the public on the internet through direct or password protected access, either free or subscription based, that aggregates content and services such as search functionality and links to other web sites for purposes of advertising or transactional revenue, including but not limited to, web sites such as AOL, Yahoo, Lycos, Excite or InfoSpace. "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a questionnaire which qualifies an End User as a potential survey participant. "SURVEY(S)" means the market research survey(s) created, marketed and made available by GFOL on the Co-Branded Survey Site. 2. GFOL'S RIGHTS AND OBLIGATIONS. During the Term: 2.1 GFOL will develop, maintain and host the Co-Branded Survey Site, including but not limited to, the Router Pages and the Surveys; 2.2 GFOL will, at Microsoft's request, include within each questionnaire on each Router Page, one question provided by Microsoft that is separate and unrelated to the other qualifying questions within the questionnaire; 2.3 GFOL will display each page of the Co-Branded Survey Site, including but not limited to the Router Pages and pages hosting the Surveys, within the MSN Template, in accordance with the usage guidelines set forth in Exhibit 1; 2.4 GFOL will ensure that the Co-branded Survey Site complies with the MSN Service Level Agreement ("SLA") set forth in Exhibit 2; 2.5 GFOL will provide a link to the GFOL privacy statement on all Co-Branded Survey Site pages in a manner that makes the privacy statements readily accessible to End Users. The GFOL privacy statements will comply with industry-standard privacy guidelines and practices including, without limitation, guidelines and practices recommended by the Better Business Bureau Online (BBB Online), Online Privacy Alliance and/or TRUSTe. In cases where GFOL asks Survey respondents recruited via MSN for permission to disclose their personally identifiable information to third parties, GFOL [****]; 2.6 GFOL will be responsible for all customer support for End Users of the Co-Branded Survey Site; 2 {PAGE} 2.7 GFOL will bear all costs related to the Co-Branded Survey Sites, including but not limited to, the cost of developing, maintaining and hosting the Survey Site and all customer service costs; and 2.8 GFOL may, at its sole option, elect to participate in a 30-day trial period of Microsoft's new ad inventory optimization model. Such 30-day trial period must occur within the first 60 days of this Agreement. During the trial period, Microsoft will incur the costs of creating the ad inventory and GFOL will pay Microsoft for all Clicks delivered to the Co-Branded Survey Site as set forth in Section 9. 228594	Microsoft Microsoft Corp. As referenced in this Commercial Agreement: MICROSOFT CORP – and between GREENFIELD ONLINE, INC., ("GFOL") a Delaware corporation with its principal place of business at 21 River Road, Wilton, CT 06897, and MICROSOFT CORP ORATION, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 ("Microsoft"). WHEREAS, the parties have agreed _____________ MICROSOFT CORP – PAGE} IN WITNESS WHEREOF, the parties have executed and delivered this Test Period Agreement as of the date written next to their name. MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. ("MICROSOFT") ("GFOL") By________________________________ By________________________________ Name _____________________________ Name _____________________________ Title ____________________________ Title ____________________________ Date _____________________________ Date _____________________________ 11 {PAGE} EXHIBIT _____________ MICROSOFT CORP – This AMENDMENT NUMBER 1 ("Amendment No. 1") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). Microsoft and GFOL hereby agree to modify the Agreement as follows: 1. Section 2.10 is hereby added as follows: 2. _____________ MICROSOFT CORP – parties enter into this Amendment as of the later of the two signatures dates below ("the Effective Date of this Amendment Number 1"). MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. By (Signature) ------------------------ -------------------------------- Name: --------------------------------- -------------------------------- (Print Clearly) Title: ------------------------------- -------------------------------- Date: -------------------------------- -------------------------------- {PAGE} AMENDMENT NO. 2 TO THE COMMERCIAL AGREEMENT This AMENDMENT NUMBER NO. _____________ MICROSOFT CORP – AMENDMENT NUMBER NO. 2 ("Amendment No. 2") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). WHEREAS, the parties entered into a Commercial Agreement on November 28, 2001, regarding an online Market Research Survey Service to be _____________ dt 116578 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Commercial Agreement: MICROSOFT CORP – and between GREENFIELD ONLINE, INC., ("GFOL") a Delaware corporation with its principal place of business at 21 River Road, Wilton, CT 06897, and MICROSOFT CORP ORATION, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 ("Microsoft"). WHEREAS, the parties have agreed _____________ MICROSOFT CORP – PAGE} IN WITNESS WHEREOF, the parties have executed and delivered this Test Period Agreement as of the date written next to their name. MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. ("MICROSOFT") ("GFOL") By________________________________ By________________________________ Name _____________________________ Name _____________________________ Title ____________________________ Title ____________________________ Date _____________________________ Date _____________________________ 11 {PAGE} EXHIBIT _____________ MICROSOFT CORP – This AMENDMENT NUMBER 1 ("Amendment No. 1") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). Microsoft and GFOL hereby agree to modify the Agreement as follows: 1. Section 2.10 is hereby added as follows: 2. _____________ MICROSOFT CORP – parties enter into this Amendment as of the later of the two signatures dates below ("the Effective Date of this Amendment Number 1"). MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. By (Signature) ------------------------ -------------------------------- Name: --------------------------------- -------------------------------- (Print Clearly) Title: ------------------------------- -------------------------------- Date: -------------------------------- -------------------------------- {PAGE} AMENDMENT NO. 2 TO THE COMMERCIAL AGREEMENT This AMENDMENT NUMBER NO. _____________ MICROSOFT CORP – AMENDMENT NUMBER NO. 2 ("Amendment No. 2") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). WHEREAS, the parties entered into a Commercial Agreement on November 28, 2001, regarding an online Market Research Survey Service to be _____________ dt 116578 ;	Greenfield Online Inc.
$60	Preview Full Doc	2004	Commitment Letter [Form] Commitment Letter [Form] (104K) Doc #249092: Click preview link for longer preview. FORM OF COMMITMENT LETTER To: Telewest Communications Networks Limited (TCN) (on behalf of itself and the other TCN Entities), Telewest Communications plc (Telewest), Telewest Global, Inc. (New Telewest), and to Telewest UK Limited (Telewest UK) 160 Great Portland Street London W1N 5QA Attention: Barry Elson 2004 COMMITMENT LETTER Dear Sirs, Loan agreement dated 16 March 2001 made between TCN as Facility A Borrower (1), TCN as Facility B Borrower (2), TCN as Facility C Borrower (3), TCN and Telewest Finance Corporation as Facility D Borrowers (4), the Subsidiaries of TCN set out in part A of schedule 1, thereto (5), the Associated Partnerships of TCN set out in part C of schedule 1 thereto (6), BNY Markets Limited, Canadian Imperial Bank of Commerce, London branch, TD Bank Europe Limited, Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of America International Limited as Lead Arrangers (7), certain banks and financial institutions described therein as Lenders (8), CIBC World Markets plc and Canadian Imperial Bank of Commerce as Agents (9) and CIBC World Markets plc as Security Trustee (10) (as from time to time amended, varied, extended, restated, refinanced or replaced, the Loan Agreement) 1. Introduction and Definitions 1.1 This letter sets out the terms and conditions on which the Lenders are prepared to make available to TCN credit facilities of 2,030,000,000 and uncommitted facilities of 125,000,000 pursuant to an amended and restated facility agreement. 1.2 Terms defined in the Loan Agreement shall, unless otherwise defined in this agreement, have the same meaning when used in this agreement. 1.3 In this letter: Agreed Form means in relation to any documentation relating to the Facilities in the form agreed by the Lenders, TCN, Telewest, the Relevant Committee Members and Huff, and initialled for the purposes of identification by Norton Rose, Weil Gotshal Manges and Cadwalader Wickersham & Taft; Agreed Percentage means at least 60 per cent.; Agreed Securities means the $300,000,000 9 5/8% senior debentures due 2006 and the $1,536,413,000 11% senior discount debentures due 2007 issued by Telewest on 3 October 1995; the $350,000,000 11 1/4% senior notes due 2008 issued by Telewest on 9 November 1998; the 300,000,000 5 1/4% senior convertible notes due 2007 issued by Telewest on 19 February 1999; the 325,000,000 9 7/8% senior discount notes due 2009 and the $500,000,000 9 1/4% senior discount notes due 2009 issued by Telewest on 15 April 1999; the $450,000,000 11 3/8% senior discount notes due 2010 and the 180,000,000 9 7/8% senior notes due 2010; the $350,000,000 9 7/8% senior notes due 2010 issued by Telewest on 19 January 2000; the $500,000,000 6% senior convertible notes due 2005 issued by Telewest Jersey on 7 July 2000; the notes exchanged for the 255,073,000 5% Accreting Notes due 2003, issued by Telewest on 1 November 2000; the 34,440,000 5% Accreting Notes due 2003, issued by Telewest on 15 January 2001; and the 4,026,000 5% Accreting Notes due 2003, issued by Telewest on 2 April 2001; Bondholder Agreement means any or all of the separate Voting Agreements entered into between (1) Telewest and (2) each of the Relevant Committee Members and Huff; Co-ordinators means Canadian Imperial Bank of Commerce, London branch, The Royal Bank of Scotland plc and JPMorgan Chase Bank; Co-ordinators and Steering Committee Letter means the letter confirming, inter alia, the terms of the appointment of the Steering Committee dated 21 August 2002; Derivative Agreements means (a) the agreement dated 14 October 1997 between The Royal Bank of Scotland plc and Telewest and the schedule and confirmations thereto; (b) the agreement dated 8 October 1998 between JPMorgan Chase Bank and Telewest and the schedule and confirmations thereto; (c) the agreement dated 15 June 2000 between Credit Agricole Indosuez (London branch) and Telewest and the schedule and confirmations thereto; and (d) the agreement dated 21 August 2000 between The Bank of New York and Telewest and the schedule and confirmations thereto; Effective Date means the date on which the office copies of the relevant orders of the High Court of Justice of England and Wales sanctioning the Plc Scheme and the Jersey Scheme have been delivered to the Registrar of Companies and the office copy of the order of the Royal Court of Jersey approving the Jersey Scheme has been delivered to the Jersey Registrar of Companies for registration as required by Section 425 of the English Companies Act 1985 or Article 125 of the Companies (Jersey) Law 1991; Facilities means the proposed credit facilities of 2,030,000,000 and uncommitted facilities of 125,000,000 to be made available to TCN on the terms contained in the Term Sheet; Fee Letter means the letter with this title between the Steering Committee, TCN and Telewest dated 21 August 2002; Hedge Agreements means the heads of terms and settlement deeds to be entered into by Telewest and TCN with each Swap Bank pursuant to which outstanding liabilities arising under the Derivative Agreements will be discharged and TCN will enter into new derivative agreements with each of the Swap Banks; Huff means W.R. Huff Asset Management Co. L.L.C.; IDT Voting Agreement means an agreement between Telewest and IDT Corporation by which IDT Corporation have, inter alia, agreed to exercise certain rights to vote in favour of the Shareholder Resolutions at a meeting of Telewest shareholders; 249092	Microsoft Microsoft Corp. As referenced in this Commitment Letter [Form]: Microsoft Corp – 425 of the Companies Act 1985 and Article 125 of the Companies (Jersey) Law 1991, and any adjournment of such meetings; Microsoft means Microsoft Corp oration, a company incorporated in Washington, whose principal place of business is One Microsoft Way, Redmond WA 98052 6399 USA; New Telewest means _____________ dt 116581 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Commitment Letter [Form]: Microsoft Corp – 425 of the Companies Act 1985 and Article 125 of the Companies (Jersey) Law 1991, and any adjournment of such meetings; Microsoft means Microsoft Corp oration, a company incorporated in Washington, whose principal place of business is One Microsoft Way, Redmond WA 98052 6399 USA; New Telewest means _____________ dt 116581 ; LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Commitment Letter [Form]: Liberty Media International, Inc – of the TCN Lease, Royal Bank Leasing Limited, W. & G. Lease Finance Limited and Lombard Corporate Finance (June 2) Limited; Liberty Media means Liberty Media International, Inc . a company incorporated in Delaware, USA whose principal place of business is 12300 Liberty Media Boulevard, Englewood, Colorado 80112 USA; Longstop Date _____________ dt 259692 ;	Royal Bank Royal Bank of Scotland plc As referenced in this Commitment Letter [Form]: Royal Bank of Scotland plc, – Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of _____________ Royal Bank of Scotland plc – 1) Telewest and (2) each of the Relevant Committee Members and Huff; Co-ordinators means Canadian Imperial Bank of Commerce, London branch, The Royal Bank of Scotland plc and JPMorgan Chase Bank; Co-ordinators and Steering Committee Letter means the letter confirming, inter alia, the terms of the appointment of the _____________ Royal Bank of Scotland plc – of the appointment of the Steering Committee dated 21 August 2002; Derivative Agreements means (a) the agreement dated 14 October 1997 between The Royal Bank of Scotland plc and Telewest and the schedule and confirmations thereto; (b) the agreement dated 8 October 1998 between JPMorgan Chase Bank and Telewest and the _____________ Royal Bank of Scotland plc, – by that name as set out in the Co-ordinators and Steering Committee Letter; Swap Banks means each of JPMorgan Chase Bank, The Royal Bank of Scotland plc, The Bank of New York and Credit Agricole Indosuez (London branch); TCN Lease means the master leasing agreement dated 1 December 2000 _____________ Royal Bank of Scotland plc. – TCN Group. Lead Arrangers and Lenders: As per the current Facility Agreement. Overdraft Lenders: Barclays Bank plc, National Westminster Bank plc and The Royal Bank of Scotland plc. Agent/Security Trustee: CIBC World Markets plc. Repayment: Facility A, B and C will be repaid in full on 31 December 2005. _____________ dt 225510 ; TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Commitment Letter [Form]: Telewest Communications plc – LETTER Exhibit 10.6 FORM OF COMMITMENT LETTER To: Telewest Communications Networks Limited (TCN) (on behalf of itself and the other TCN Entities), Telewest Communications plc (Telewest), Telewest Global, Inc. (New Telewest), and to Telewest UK Limited (Telewest UK) 160 Great Portland Street London W1N 5QA Attention: Barry _____________ Telewest Communications plc – Communications Networks Limited for and on behalf of itself and each other TCN Entity By: Date: Yours faithfully For and on behalf of Telewest Communications plc By: Date: 16 Yours faithfully For and on behalf of Telewest Global, Inc. By: Date: Yours faithfully For and on behalf of _____________ Telewest Communications plc. – to such newly formed English company subject to, and without prejudicing, the existing security over such assets entered into by Telewest. Telewest means Telewest Communications plc. Documentation: Amendment and restatement of the Facility Agreement dated 16 March 2001 (as subsequently amended). Save where inconsistent or otherwise indicated in _____________ dt 277525 ; More...
$31	Preview Full Doc	2003	Letter Agreement Letter Agreement (17K) Doc #160646: Click preview link for longer preview. Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and consideration of various alternative potential Transactions (as defined in Section 3 below) to be undertaken by the Company and (b) as the counterparty in connection with any Transaction during the term of this agreement. Section 1. Financial Advisory and Other Services. During the term of this agreement we will: (a) together with the Companys legal counsel and tax and accounting advisors, assist the Company in structuring, identifying and evaluating the relative merits and feasibility of one or more potential Transactions; and (b) act as the exclusive counterparty in connection with the program (the Stock Option Transfer Program) contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions attached hereto form an integral part of this agreement and are hereby incorporated herein by reference in their entirety. Section 2. Compensation. The fees payable by the Company to JPMorgan for the financial advisory services described in Section 1(a) shall be as follows: (a) upon distribution (whether by email or otherwise) by the Company to its employees of a disclosure document describing the terms and conditions of a Transaction to be entered into between the Company and JPMorgan, an engagement fee of $6,000,000 shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable (whether or not any Transaction is consummated)); (b) upon consummation of a Transaction between the Company and JPMorgan during the term of this agreement, if more than 50% of the employee stock options eligible for sale or transfer pursuant to the terms and conditions of the Transaction are sold or transferred by employees of the Company, an execution fee of $4,000,000 (in addition to the engagement fee described in Section 2(a) above) shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 160646	Microsoft Microsoft Corp. As referenced in this Letter Agreement: Microsoft Corp – Engagement Letter dated October 9, 2003 EX-99.(D)(2) 20 dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corp oration October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent _____________ Microsoft Corp – dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corp oration One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our _____________ Microsoft Corp – to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corp oration (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and _____________ Microsoft Corp – a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 1 Microsoft Corp oration October 9, 2003 (c) upon consummation of a Transaction between the Company and JPMorgan, if more than 75% of the employee stock _____________ Microsoft Corp – 4 hereof and Sections 2 and 4 of the Standard Terms and Conditions shall survive any termination or expiration of this agreement. 2 Microsoft Corp oration October 9, 2003 If the terms of our engagement as set forth in this agreement (including the attached Standard Terms and Conditions) _____________ dt 116543 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Letter Agreement: Microsoft Corp – Engagement Letter dated October 9, 2003 EX-99.(D)(2) 20 dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corp oration October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent _____________ Microsoft Corp – dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corp oration One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our _____________ Microsoft Corp – to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corp oration (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and _____________ Microsoft Corp – a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 1 Microsoft Corp oration October 9, 2003 (c) upon consummation of a Transaction between the Company and JPMorgan, if more than 75% of the employee stock _____________ Microsoft Corp – 4 hereof and Sections 2 and 4 of the Standard Terms and Conditions shall survive any termination or expiration of this agreement. 2 Microsoft Corp oration October 9, 2003 If the terms of our engagement as set forth in this agreement (including the attached Standard Terms and Conditions) _____________ dt 116543 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Letter Agreement: J.P. Morgan Securities – Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor _____________ J.P. MORGAN SECURITIES – of this letter and return it to the undersigned. We look forward to working with the Company on this assignment. Very truly yours, J.P. MORGAN SECURITIES INC. By: /s/ PETER E. ENGEL Name: Peter E. Engel Title: Managing Director Microsoft Corporation October 9, 2003 Accepted and Agreed As Of _____________ dt 98058 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Letter Agreement: JPMorgan Chase – contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions JPMorgan Chase – such term is defined in the Program Agreement) are transferred to, and paid for by, JPMorgan Chase Bank thereby becoming JPMorgan Options (as such term is defined in the Program Agreement), the dt 45941
$40	Preview Full Doc	2003	Fairness Opinion Documentation Fairness Opinion Documentation (79K) Doc #166733: Click preview link for longer preview. Cysive, Inc. Special Committee of the Board of Directors September 14, 2003 In rendering our opinion, we have, among other things: 1.) reviewed a comprehensive selling process conducted by Broadview to a broad set of prospective strategic and financial buyers of the Company, as well as other expressions of interest in the Company; 2.) discussed with the Special Committee the level of response received following the Companys May 30, 2003 press release and subsequent proxy statement filing announcing the Company had entered into the Agreement; 3.) reviewed the terms of the Agreement, as well as the Amendment in the form furnished to us by counsel to the Special Committee on September 12, 2003 (which, for the purposes of this opinion, we have assumed, with your permission, to be identical in all material respects to the amendment to be executed); 4.) reviewed Cysives annual report on Form 10-K for the fiscal year ended December 31, 2002, including the audited financial statements included therein and Cysives quarterly report on Form 10-Q for the period ended June 30, 2003, including the unaudited financial statements included therein; 5.) reviewed certain internal financial and operating information relating to Cysive prepared and furnished to us by Cysive management; 6.) participated in discussions with Cysives management concerning the operations, business strategy, current financial performance and prospects for Cysive; 7.) discussed with Cysives Special Committee its view of the strategic and financial rationale for the Merger; 8.) reviewed the recent reported closing prices and trading activity for Company Common Stock; 166733	Microsoft Microsoft Corp. As referenced in this Fairness Opinion Documentation: Microsoft Corp – greater marketing, distribution, financial and technological resources than the Company. Cysives primary competitors include application integration technology vendors such as BEA Systems, IBM, Microsoft Corp oration and TIBCO Software, as well as wireless and remote access technology vendors such as 724 Solutions, Aether Systems, Citrix Systems and Extended _____________ Microsoft Corp – by Kroll, Inc.; 35) Infinium Software, Inc. by SSA Global Technologies, Inc.; 36) SoftQuad Software, Ltd. by Corel Corporation; 37) Vicinity Corporation by Microsoft Corp oration; 38) InfoInterActive Inc. by AOL Time Warner Inc.; 39) EXE Technologies, Inc. by SSA Global Technologies, Inc.; BROADVIEW INTERNATIONAL LLC 16 40) _____________ Microsoft Corp – Corel Corporation SoftQuad Software, Ltd. Develops XML enabling technologies and commerce solutions for eBusiness. $ 37.5 41.2 % 50.7 % 10/22/02 Microsoft Corp oration Vicinity Corporation Provides Internet-based marketing infrastructure services. $ 95.9 48.7 % 50.0 % 5/18/01 AOL Time Warner Inc. InfoInterActive _____________ dt 116549 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: Microsoft Corp – greater marketing, distribution, financial and technological resources than the Company. Cysives primary competitors include application integration technology vendors such as BEA Systems, IBM, Microsoft Corp oration and TIBCO Software, as well as wireless and remote access technology vendors such as 724 Solutions, Aether Systems, Citrix Systems and Extended _____________ Microsoft Corp – by Kroll, Inc.; 35) Infinium Software, Inc. by SSA Global Technologies, Inc.; 36) SoftQuad Software, Ltd. by Corel Corporation; 37) Vicinity Corporation by Microsoft Corp oration; 38) InfoInterActive Inc. by AOL Time Warner Inc.; 39) EXE Technologies, Inc. by SSA Global Technologies, Inc.; BROADVIEW INTERNATIONAL LLC 16 40) _____________ Microsoft Corp – Corel Corporation SoftQuad Software, Ltd. Develops XML enabling technologies and commerce solutions for eBusiness. $ 37.5 41.2 % 50.7 % 10/22/02 Microsoft Corp oration Vicinity Corporation Provides Internet-based marketing infrastructure services. $ 95.9 48.7 % 50.0 % 5/18/01 AOL Time Warner Inc. InfoInterActive _____________ dt 116549 ; 724 Solutions 724 Solutions Inc. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: 724 Solutions Inc. – Mobile Middleware public company comparables consist of: 1) Semotus Solutions, Inc.; 2) Pumatech, Inc.; 3) Extended Systems, Inc.; 4) NEON Systems, Inc.; 5) Jacada Ltd.; 6) Attunity Ltd.; and 7) 724 Solutions Inc. In order of descending EMC/Net Cash, the Enterprise Software public company comparables consist of: 1) FalconStor Software, Inc.; 2) BackWeb Technologies Ltd.; 3) Click Commerce, Inc.; 4) Versata, _____________ 724 Solutions Inc. – 42,029 19,365 Jacada Ltd. [JCDA] 20,365 (8.9 %) 20,544 59,208 42,482 Attunity Ltd. [ATTU] 17,461 8.1 % 17,332 16,854 4,320 724 Solutions Inc. [SVNX] 17,732 (30.2 %) 12,040 18,139 25,284 High 27,534 23.6 % 29,524 197,807 42,482 Median $ 17,732 (8.9 %) $ 17,332 $ _____________ 724 Solutions Inc. – Jacada Ltd. [JCDA] 40,017 16,726 0.82 0.81 1.39 1.48 Attunity Ltd. [ATTU] 1,226 12,534 0.72 0.72 3.90 13.75 724 Solutions Inc. [SVNX] 19,565 (7,145 ) NM NM 0.72 0.93 High 40,017 170,352 9.86 14.53 24.51 14.01 Median $ 19,565 $ 20,554 _____________ 724 Solutions Inc. – Software Vendors With Trailing Twelve Months Revenue Less Than $20MM And Net Cash Greater Than $10MM Enterprise Application Integration and Mobile Middleware Vendors Enterprise Software Vendors Company Description Company Description 724 Solutions Inc. 724 Solutions Inc. is a provider of secure mobile transaction solutions to financial institutions and mobile operators. The Company enables banks to offer online banking and financial services over _____________ 724 Solutions Inc. – Trailing Twelve Months Revenue Less Than $20MM And Net Cash Greater Than $10MM Enterprise Application Integration and Mobile Middleware Vendors Enterprise Software Vendors Company Description Company Description 724 Solutions Inc. 724 Solutions Inc. is a provider of secure mobile transaction solutions to financial institutions and mobile operators. The Company enables banks to offer online banking and financial services over PCs, mobile phones, _____________ dt 1463080 ;	724 Solutions 724 Solutions Inc. ( Software & Programming ) ; Chordiant Chordiant Software, Inc. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: Chordiant Software, Inc. – plc; 53) Triple G Systems Group, Inc. by General Electric Company (General Electric Medical Systems Information Technologies); 54) Momentum Business Applications, Inc. by PeopleSoft, Inc.; 55) Prime Response, Inc. by Chordiant Software, Inc. ; 56) Open Market, Inc. by divine, inc.; 57) FrontStep, Inc. by Mapics, Inc.; 58) Delano Technology Corporation by divine, inc.; and 59) MGI Software Corp. by Roxio, Inc. These _____________ Chordiant Software, Inc. – Announce Announcement Announcement 1/24/02 PeopleSoft, Inc. Momentum Business Applications, Inc. Provides eBusiness, analytics and business process applications software solutions. $90.0 (3.3 %) (5.7 %) 1/8/01 Chordiant Software, Inc. Prime Response, Inc. Develops relationship marketing suite of software applications providing and easy-to-use interface empowering marketing capabilities. $33.8 (2.2 %) (5.7 %) 8/16/01 divine, _____________ dt 1484744 ; More...
$41	Preview Full Doc	2003	Indemnification Trust Agreement Indemnification Trust Agreement (47K) Doc #335171: Click preview link for longer preview. 2003 INDEMNIFICATION TRUST AGREEMENT This 2003 INDEMNIFICATION TRUST AGREEMENT (Trust or Agreement) is established as of June 30, 2003, between MICROSOFT CORPORATION, a Washington corporation (Grantor), and BNY WESTERN TRUST COMPANY (Trustee), whose address is Two Union Square, Suite 1720, 601 Union Street, Seattle, Washington 98101-2321, and, as an additional party, William G. Reed, Jr. (the Beneficiaries Representative). RECITALS A. The Grantor has established this Trust to be a source of indemnification for the Grantors directors who are eligible for such indemnification as stated in this Trust as it is in effect from time to time. B. The Grantor has determined, after due diligence, that it has and will derive substantial economic benefits of this Trust, including economic terms that are more favorable to the Grantor than obtaining protection for its directors through the current director insurance market. C. The Grantors Articles of Incorporation (the Articles) provide for mandatory indemnification of the Grantors directors to the maximum extent provided by law, and as such, this Trust is not an exclusive source of indemnification for such directors. D. The Grantor has determined that the Trust is necessary in order for the Grantor to attract and retain the most qualified directors. E. The capitalized terms have the meaning ascribed to them in the body of this Trust. AGREEMENT NOW, THEREFORE, the Grantor transfers to the Trustee funds as stated on Exhibit A of this Agreement and the Trustee acknowledges receipt of the funds and accepts the trust created hereby and agrees that it will hold all property which it may receive hereunder, as custodian IN TRUST, for the purposes and upon the terms and conditions hereinafter stated, and Grantor, Trustee and Beneficiaries Representative agree as follows: ARTICLE 1 DEFINITIONS Act means the Washington Business Corporation Act RCW 23B or succession legislation. Cash means (a) currency of the United States, and (b) certificates of deposit or time deposits having, in each case, a tenor of not more than six (6) months, issued by any U.S. commercial bank or any branch or agency of a non-U.S. bank licensed to conduct business in the U.S. having combined capital and surplus of not less than $250,000,000 (including the Trustee and its affiliates.). Claim or Claims includes, without limitation, any threatened, pending, or completed action, suit, or proceeding, whether civil, derivative, criminal, administrative, investigative, or otherwise, initiated by a person other than the Beneficiary (including any Claims by or in the right of Grantor), unless the Claim was initiated by the Beneficiary in good faith to establish or enforce a right to indemnification under the Articles, this Trust or applicable statute. Covered Act means any act or omission (including, without limitation, any alleged breach of duty, neglect, error, misstatement, misleading statement, or otherwise, or appearing as or preparing to be a witness) by a Beneficiary, and any Claim against such Beneficiary, by reason of the fact that that Beneficiary is or was a director of Grantor, or of any subsidiary or division, or is or was serving at the request of Grantor as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. Corporate Securities means USD denominated senior debt obligations that are obligations (whether direct or by virtue of guarantees) of corporations organized in the United States whose long-term, unsecured, unsubordinated debt securities are rated at least A (or its equivalent successor rating) in the case of Standard & Poors Ratings Group or A2 (or its equivalent successor rating) in the case of Moodys Investors Service, Inc. Eligible Securities means Cash, Treasury Securities, Government Securities and Municipal Securities, Corporate Securities, Money Market Funds and Other Eligible Securities. All Eligible Securities must be in a form suitable for delivery and retransfer, and must be capable of being priced by recognized third-party dealers. Excluded Claim means any payment for Losses or Expenses in connection with any Claim the payment of which is Ultimately Determined to be prohibited by the Act, public policy, or other applicable law (including binding regulations and orders or, and undertakings or other commitments with, any governmental entity or agency) as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Grantor to provide broader indemnification rights than said law permitted Grantor to provide prior to such amendment). Expenses means any reasonable expenses incurred by Beneficiary as a result of a Claim or Claims made against him or her for Covered Acts including, without limitation, counsel fees and costs of investigative, judicial, or administrative proceedings and any appeals. Fines shall include any fine, penalty or, with respect to an employee benefit plan, any excise tax, or penalty assessed with respect thereto. 335171	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ;	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Indemnification Trust Agreement: Federal National Mortgage Association – assessed with respect thereto. 2 Government Securities means bonds, notes, debentures, obligations or other evidence of indebtedness issued and/or guaranteed by the Federal National Mortgage Association , the Federal Home Loan Mortgage Corporation or the Government National Mortgage Association, including mortgage participation certificates, mortgage pass-through certificates and other _____________ dt 702287 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Indemnification Trust Agreement: Preston Gates – 98052-6399 Attention: Deputy General Counsel, Finance and Operations Telephone No.: (425) 882-8080 Facsimile No.: (425) 869-1327 With a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104-1158 Attention: Kent Carlson Telephone No.: (206) 623-7580 Facsimile No.: (206) _____________ dt 671253
$55	Preview Full Doc	2002	Microsoft Services Provider Agreement *Microsoft Services Provider Agreement*