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These excerpts taken from the CHRD 10-Q filed Jan 29, 2009. Term. This
Agreement shall continue until and terminate upon the later of: (a) five (5)
years after the date that Indemnitee shall have ceased to serve as a director
and/or officer, employee or agent of the Company; or (b) one (1) year after the
final termination of any proceeding, including any appeal then pending, in
respect to which Indemnitee was granted rights of indemnification or advancement
of expenses hereunder.
No
legal action shall be brought and no cause of action shall be asserted by or in
the right of the Company against an Indemnitee or an Indemnitee's estate,
spouse, heirs, executors or personal or legal representatives after the
expiration of five (5) years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such
five-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to such cause of action, such shorter period shall
govern.
13. Term. No Option
shall be exercisable after the expiration of ten (10) years from the date it was
granted.
(B) Term.
You may not
exercise your Option before the commencement of its term or after its term
expires. The term of your Option commences on the Date of Grant and expires upon
the earliest of the following:
(a) immediately
upon the termination of your Continuous Service (as described in Section 10(l)
below) for Cause;
(b) three
(3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided that if during any part of such three
(3) month period you may not exercise your Option solely because of the
condition set forth in the preceding paragraph relating to “Securities Law
Compliance,” your Option shall not expire until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of three
(3) months after the termination of your Continuous Service (as described in
Section 10(l) below);
(c) twelve
(12) months after the termination of your Continuous Service due to your
Disability;
(d) eighteen
(18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason
other than Cause;
(e) the
Expiration Date indicated in your Grant Notice; or
(f) the
day before the tenth (10th) anniversary of the Date of Grant.
8. Term. You may not exercise your
option before the commencement of its term or after its term expires. The term
of your option commences on the Date of Grant and expires upon the earliest of
the following:
This excerpt taken from the CHRD DEF 14A filed Dec 17, 2008. (i) Term. No Stock
Appreciation Right shall be exercisable after the expiration of ten (10) years
from the date of its grant or such shorter period specified in the Stock
Appreciation Right Agreement.
These excerpts taken from the CHRD 8-K filed Nov 25, 2008. Term.
You may not
exercise your Option before the commencement of its term or after its term
expires. The term of your Option commences on the Date of Grant and expires upon
the earliest of the following:
(a) immediately
upon the termination of your Continuous Service (as described in Section 10(l)
below) for Cause;
(b) three
(3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided that if during any part of such three
(3) month period you may not exercise your Option solely because of the
condition set forth in the preceding paragraph relating to “Securities Law
Compliance,” your Option shall not expire until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of three
(3) months after the termination of your Continuous Service (as described in
Section 10(l) below);
(c) twelve
(12) months after the termination of your Continuous Service due to your
Disability;
(d) eighteen
(18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason
other than Cause;
(e) the
Expiration Date indicated in your Grant Notice; or
(f) the
day before the tenth (10th) anniversary of the Date of Grant.
8. Term. You may not exercise your
option before the commencement of its term or after its term expires. The term
of your option commences on the Date of Grant and expires upon the earliest of
the following:
This excerpt taken from the CHRD 8-K filed Jun 3, 2008. Term. The Board of
Directors, subject to any requirements of any outstanding series of Preferred
Stock and the provisions of subsections (a) or (b) of this Bylaw, may at
any time increase or decrease the number of members of a committee or terminate
the existence of a committee. The membership of a committee member
shall terminate on the date of his death or voluntary resignation from the
committee or from the Board of Directors. The Board of Directors may
at any time for any reason remove any individual committee member and the Board
of Directors may fill any committee vacancy created by death, resignation,
removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
(d) This excerpt taken from the CHRD 10-Q filed Feb 7, 2008. Term”).
The
terms
and conditions in this CoA will continue to apply to any Purchase Order accepted
by SGC prior to the effective date of the termination of this CoA, but will
not
apply to any Purchase Order accepted by SGC after such effective
date.
Following
the Effective Date, SGC shall supply Products and Services to VGC in accordance
with this CoA, including the Schedules as modified by any Special Conditions
permitted under Clause 3 of Schedule 2 (GTCs).
CoA
1
[
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS
AMENDED.
For
the
purpose of giving notices under this CoA, the details of the Parties are as
follows:if to VGC:
[
]
to
the
Supplier:
Chordiant
Software, Inc.
20400
Stevens Creek Blvd.
Cupertino,
CA 95014
Marked
for the attention of: Director of Finance
Facsimile
Number: [
]
Copy
to
Attn.:
General Counsel
or
such
other details as a Party may notify to the other Party from time to
time.
This
CoA
represents the entire understanding between the Parties in relation to its
subject matter and supersedes all prior agreements and representations made
by
either Party, whether written or oral, except as set forth in the Special
Conditions.
All
undefined terms appearing in this CoA shall have the meaning given to them
in
the Schedules attached hereto and incorporated herein.
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