PTEC » Topics » EXHIBIT INDEX

This excerpt taken from the PTEC 10-Q filed Jan 31, 2008.
EXHIBIT INDEX
 
         
Exhibit
   
Number
 
Description
 
  3 .1   Amended and Restated Certification of Incorporation dated as of January 2, 2008.
  4 .1   Amended and Restated Preferred Share Purchase Rights Plan dated as of October 5, 2007 (incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to Form 8-A filed with the SEC on October 9, 2007).
  10 .1   2007 Equity Incentive Plan.
  10 .2   Form of 2007 Equity Incentive Plan Option Agreement.
  10 .3   Form of Option Agreement for performance-based stock options for Woodson Hobbs, Richard Arnold, Gaurav Banga and David Gibbs.
  10 .4   Amended and Restated Employee Stock Purchase Plan, effective as of December 1, 2007.
  10 .5   Amendment to Technology and License Services Agreement dated as of November 15, 2007 by and between Phoenix Technologies Ltd. and Quanta Computer Inc.
  31 .1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
  32 .2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.


31

This excerpt taken from the PTEC 10-K filed Nov 15, 2007.
EXHIBIT INDEX
 
         
Exhibit
   
Number
 
Description
 
  3 .1   Amended and Restated Certificate of Incorporation of Phoenix dated June 29, 1998 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed with the SEC on May 26, 1998, Registration Statement No. 333-53607).
  3 .2   By-laws of Phoenix as amended through September 19, 2007 (incorporated herein by reference to Exhibit 3.1 to Phoenix’s Current Report on Form 8-K filed with the SEC on September 21, 2007).
  4 .1   Amended and Restated Preferred Share Purchase Rights Plan dated as of October 5, 2007 (incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to Form 8-A filed with the SEC on October 9, 2007).
  10 .1*   1994 Equity Incentive Plan, as amended through February 28, 1996 (incorporated herein by reference to Exhibit 10.17 to Phoenix’s Report on Form 10-K for fiscal year ended September 30, 1995).
  10 .2*   1996 Equity Incentive Plan, as amended through December 12, 1996 (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on January 27, 1997, Registration Statement No. 333-20447).
  10 .3*   1997 Nonstatutory Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Registration Statement on Form S-8 filed on October 2, 1997, Registration Statement No. 333-37063).
  10 .4*   1998 Stock Plan (incorporated herein by reference to Exhibit 99.1 to Phoenix’s Registration Statement on Form S-8 filed on June 5, 1998, Registration Statement No. 333-56103).
  10 .5*   1999 Director Option Plan (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on December 5, 2001, Registration Statement No. 333-74532).
  10 .5.1*   Form of Stock Option Agreement for 1999 Director Option Plan (incorporated herein by reference to Exhibit 10.6.1 to Phoenix’s Report on Form 10-K for the year ended September 30, 2005).
  10 .6*   1999 Stock Plan (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Report on Form 10-Q for the quarter ended March 31, 2002).
  10 .6.1*   Form of Stock Option Agreement for 1999 Stock Plan (incorporated herein by reference to Exhibit 10.7.1 to Phoenix’s Report on Form 10-K for the year ended September 30, 2005).
  10 .6.2*   Form of Restricted Stock Purchase Agreement for 1999 Stock Plan (incorporated herein by reference to Exhibit 10.6.2 to Phoenix’s Report on Form 10-K for the year ended September 30, 2006).
  10 .7*   2001 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Report on Form 8-K dated March 6, 2006).
  10 .8   Standard Industrial Lease — Full Net between WB Murphy Ranch, L.L.C. and Phoenix, dated as of May 16, 2003 (incorporated herein by reference to Exhibit 10.14 to Phoenix’s Report on Form 10-K for the year ended September 30, 2003).
  10 .9*   Severance and Change of Control Agreement originally dated January 11, 2006, as amended and restated effective July 25, 2006, between Phoenix and David L. Gibbs (incorporated herein by reference to Exhibit 10.9 to Phoenix’s Report on Form 10-K for the year ended September 30, 2006).
  10 .10*   Offer Letter dated September 6, 2006 between Phoenix and Woodson Hobbs (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Current Report on Form 8-K dated September 6, 2006).
  10 .11*   Stock Option Agreement between Phoenix and Woodson Hobbs dated September 6, 2006 (incorporated herein by reference to Exhibit 10.2 to Phoenix’s Current Report on Form 8-K dated September 6, 2006).
  10 .12*   Restricted Stock Purchase Agreement between Phoenix and Woodson Hobbs dated September 6, 2006 (incorporated herein by reference to Exhibit 10.3 to Phoenix’s Current Report on Form 8-K dated September 6, 2006).
  10 .13*   Severance and Change of Control Agreement between Phoenix and Woodson Hobbs dated September 6, 2006 (incorporated herein by reference to Exhibit 10.4 to Phoenix’s Current Report on Form 8-K dated September 6, 2006).
  10 .14*   Severance and Change of Control Agreement between Phoenix and Richard Arnold (incorporated herein by reference to Exhibit 10.2 to Phoenix’s Current Report on Form 8-K dated November 1, 2006).
  10 .15*   Form of Severance and Change of Control Agreement between Phoenix and each of Gaurav Banga and Timothy Chu (incorporated herein by reference to Exhibit 10. 21 to Phoenix’s Annual Report on Form 10-K for the year ended September 30, 2006).


Table of Contents

         
Exhibit
   
Number
 
Description
 
  10 .16*   Stock Option Agreement between Phoenix and Richard Arnold dated September 26, 2006 (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Current Report on Form 8-K dated November 1, 2006).
  10 .17*   Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to Phoenix’s Report on Form 8-K dated September 6, 2006).
  10 .18   Asset Purchase Agreement dated as of August 2, 2007 by and between Phoenix and XTool Mobile Security, Inc.
  14 .1   Code of Ethics (incorporated herein by reference to Exhibit 14.1 to Phoenix’s Report on Form 10-K for the year ended September 30, 2003).
  21 .1   Subsidiaries of the Registrant.
  23 .1   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
  24     Power of Attorney (see signature page).
  31 .1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
  32 .2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
 
 
* Management contract or compensatory plan or arrangement.

This excerpt taken from the PTEC 10-Q filed Feb 7, 2007.
EXHIBIT INDEX
 
 
         
Exhibit
   
Number
 
Description
 
  10 .1*   Severance and Change of Control Agreement between Phoenix and Richard Arnold dated September 26, 2006 (incorporated herein by reference to Exhibit 10.2 to Phoenix’s Report on Form 8-K dated November 1, 2006).
  10 .2*   Stock Option Agreement between Phoenix and Richard Arnold dated September 26, 2006 (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Report on Form 8-K dated November 1, 2006).
  10 .3*   Severance and Change of Control Agreement between Phoenix and Gaurav Banga dated October 9, 2006 (incorporated by reference to Exhibit 10.21 to Phoenix’s Annual Report on Form 10-K for the year ended September 30, 2006).
  10 .4*   Description of Director Long-Term Service Award Plan.
  31 .1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
  32 .2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
 
 
Management contract or compensatory plan or arrangement.

This excerpt taken from the PTEC 8-K filed Nov 7, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

10.1   Stock Option Agreement between Phoenix Technologies Ltd. and Richard Arnold, dated September 26, 2006.
10.2   Severance and Change of Control Agreement between Phoenix Technologies Ltd. and Richard Arnold, dated September 26, 2006.
99.1   Phoenix Technologies Ltd. Press Release dated November 2, 2006.
This excerpt taken from the PTEC 8-K filed Nov 6, 2006.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Phoenix Technologies Ltd. Press Release dated November 6, 2006.
This excerpt taken from the PTEC 10-Q filed Sep 25, 2006.

EXHIBIT INDEX

 

Exhibit
Number
 

Description

10.1   Severance and Change of Control Agreement dated June 28, 2006 between Phoenix Technologies Ltd. and Ira Scharfglass. *
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

* Previously filed.

 

Page 43

This excerpt taken from the PTEC 8-K filed Sep 11, 2006.

EXHIBIT INDEX

 

Exhibit
Number
 

Exhibit

10.1   Offer Letter
10.2   Stock Option Agreement
10.3   Restricted Stock Purchase Agreement
10.4   Severance and Change of Control Agreement
10.5   Form of Indemnification Agreement
99.1   Press Release dated September 7, 2006.
This excerpt taken from the PTEC 8-K filed Aug 25, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

10.1   Restricted Stock Purchase Agreement, dated as of August 18, 2006, between Phoenix Technologies Ltd. and David Eichler
This excerpt taken from the PTEC 10-Q filed Aug 9, 2006.

EXHIBIT INDEX

 

Exhibit
Number
 

Description

10.1   Severance and Change of Control Agreement dated June 28, 2006 between Phoenix Technologies Ltd. and Ira Scharfglass.
31.1   Certification of The Operating Committee Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of The Operating Committee Pursuant to 18 U.S.C. Section 1350.
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

 

Page 43

This excerpt taken from the PTEC 8-K filed Jul 27, 2006.

EXHIBIT INDEX

 

Exhibit No.   

Description

99.1    Phoenix Technologies Ltd. Press Release dated July 27, 2006.
This excerpt taken from the PTEC 8-K filed Jul 13, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Phoenix Technologies Ltd. Press Release dated July 12, 2006.
This excerpt taken from the PTEC 8-K filed Jun 22, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Phoenix Technologies Ltd. Press Release dated June 21, 2006.
99.2   Letter to Jeffrey Smith dated June 20, 2006.
This excerpt taken from the PTEC 8-K filed May 30, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Phoenix Technologies Ltd. Press Release dated May 26, 2006.
This excerpt taken from the PTEC 8-K filed May 11, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Phoenix Technologies Ltd. Press Release dated May 11, 2006.
This excerpt taken from the PTEC 10-Q filed May 10, 2006.

EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    Phoenix Technologies Ltd. 2001 Employee Stock Purchase Plan, as Amended and Restated (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 10, 2006, SEC File No. 000-17111).
10.2    Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Albert E. Sisto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 11, 2006, SEC File No. 000-17111).
10.3    Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and David L. Gibbs (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 11, 2006, SEC File No. 000-17111).
10.4    Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Ramesh Kesanupalli (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 11, 2006, SEC File No. 000-17111).
10.5    Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Scott C. Taylor (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 11, 2006, SEC File No. 000-17111).
10.6    Severance and Change of Control Agreement dated January 18, 2006 between Phoenix Technologies Ltd. and W. Curtis Francis (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 24, 2006, SEC File No. 000-17111).
10.7    Severance and Change of Control Agreement dated February 17, 2006 between Phoenix Technologies Ltd. and Kort van Bronkhorst (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 24, 2006, SEC File No. 000-17111).
10.8    Severance and Change of Control Agreement dated April 28, 2006 between Phoenix Technologies Ltd. and David Eichler (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 2, 2006, SEC File No. 000-17111)..
31.1    Certification of Principal Executive Officer – Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Principal Financial Officer – Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

 

Page 42

This excerpt taken from the PTEC 8-K filed May 2, 2006.

EXHIBIT INDEX

 

Exhibit No.   

Description

10.1    Severance and Change of Control Agreement dated April 28, 2006 between Phoenix Technologies Ltd. and David Eichler.
This excerpt taken from the PTEC 8-K filed Apr 27, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Phoenix Technologies Ltd. Press Release dated April 25, 2006.
This excerpt taken from the PTEC 8-K filed Mar 10, 2006.

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

  Phoenix Technologies Ltd. 2001 Employee Stock Purchase Plan, as Amended and Restated.
This excerpt taken from the PTEC 8-K filed Feb 24, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

10.1   Severance and Change of Control Agreement dated February 17, 2006 between Phoenix Technologies Ltd. and Kort van Bronkhorst.
This excerpt taken from the PTEC 10-Q filed Feb 14, 2006.

EXHIBIT INDEX

 

Exhibit
Number


 

Description


31.1   Certification of Principal Executive Officer – Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer – Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

 

Page 36

This excerpt taken from the PTEC 8-K filed Feb 7, 2006.

EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Phoenix Technologies Ltd. Press Release dated February 7, 2006.
This excerpt taken from the PTEC 8-K filed Jan 24, 2006.

EXHIBIT INDEX

 

Exhibit No.

  

Description


10.1    Severance and Change of Control Agreement dated January 18, 2006 between Phoenix Technologies Ltd. and W. Curtis Francis.
This excerpt taken from the PTEC 8-K filed Jan 17, 2006.

EXHIBIT INDEX

 

Exhibit No.

 

Description


10.1   Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Albert E. Sisto.
10.2   Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and David L. Gibbs.
10.3   Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Ramesh Kesanupalli.
10.4   Severance and Change of Control Agreement dated January 11, 2006 between Phoenix Technologies Ltd. and Scott C. Taylor.
This excerpt taken from the PTEC 10-K filed Dec 29, 2005.

EXHIBIT INDEX

 

Exhibit

Number


  

Description


2.1    Asset Acquisition Agreement, dated as of December 21, 2001, among Phoenix, StorageSoft, Inc., StorageSoft Solutions, Inc., StorageSoft BV, Steve Anderson, Doug Anderson and Ramin Razavi (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Report on Form 10-Q for the quarter ended December 31, 2001, SEC file number 000-17111).
2.2    Tender and Voting Agreement by and between Phoenix and Synopsys, Inc. dated July 23, 2002 (incorporated herein by reference to Exhibit 2.1 to Phoenix’s Report on Form 8-K dated July 23, 2002, SEC file number 000-17111).
3.1    Amended and Restated Certificate of Incorporation of Phoenix dated June 29, 1998 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed with the SEC on May 26, 1998, Registration Statement No. 333-53607).
3.2    By-laws of Phoenix as amended through February 6, 1995 (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed with the SEC on March 10, 1995, Registration Statement No. 33-58027).
4.1    Phoenix Preferred Share Purchase Rights Plan dated October 28, 1999 (incorporated herein by reference to Exhibit 1 to Phoenix’s Form 8-A filed with the SEC on October 28, 1999, SEC file number 000-17111).
10.1*    1994 Equity Incentive Plan, as amended through February 28, 1996 (incorporated herein by reference to Exhibit 10.17 to Phoenix’s Report on Form 10-K for the fiscal year ended September 30, 1995, SEC file number 000-17111).
10.2*    1996 Equity Incentive Plan, as amended through December 12, 1996 (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on January 27, 1997, Registration Statement No. 333-20447).
10.3*    1997 Non-statutory Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Registration Statement on Form S-8 filed on October 2, 1997, Registration Statement No. 333-37063).
10.4*    1998 Stock Plan (incorporated herein by reference to Exhibit 99.1 to Phoenix’s Registration Statement on Form S-8 filed on June 5, 1998, Registration Statement No. 333-56103).
10.5*    Employment Agreement dated June 8, 1999 between Phoenix and Albert E. Sisto (incorporated herein by reference to Exhibit 10.59 to Phoenix’s Report on Form 10-K for the fiscal year ended September 30, 1999, SEC file number 000-17111).
10.6*    1999 Director Option Plan (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on December 5, 2001, Registration Statement No. 333-74532).
10.6.1*    Form of Stock Option Agreement for 1999 Director Option Plan.
10.7*    1999 Stock Plan, as amended April 9, 2002 (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Report on Form 10-Q for the quarter ended March 31, 2002 SEC file number 000-17111).
10.7.1*    Form of Stock Option Agreement for 1999 Stock Plan.
10.8*    2001 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 to Phoenix’s Report on Form 10-Q for the quarter ended March 31, 2002, SEC file number 000-17111).
10.9*    Employment Agreement dated October 1, 2001 between Phoenix and David L. Gibbs (incorporated herein by reference to Exhibit 10.16 to Phoenix’s Report on Form 10-K for the year ended September 30, 2002, SEC file number 000-17111).
10.10*    Employment Agreement dated August 8, 2002 between Phoenix and W. Curtis Francis (incorporated herein by reference to Exhibit 10.17 to Phoenix’s Report on Form 10-K for the year ended September 30, 2002, SEC file number 000-17111).

 

71


Table of Contents

Exhibit

Number


  

Description


10.11*    Employment Agreement dated June 16, 2003 between Phoenix and Randall Bolten (incorporated herein by reference to Exhibit 10.13 to Phoenix’s Report on Form 10-K for the year ended September 30, 2003, SEC file number 000-17111).
10.12    Standard Industrial Lease—Full Net between WB Murphy Ranch, L.L.C. of the United States as Landlord and Phoenix (incorporated herein by reference to Exhibit 10.14 to Phoenix’s Report on Form 10-K for the year ended September 30, 2003, SEC file number 000-17111).
10.13*    Severance Agreement dated March 15, 2004, between Phoenix and Michael J. Vanneman (incorporated herein by reference to Exhibit 10.14 to Phoenix’s Report on Form 10-K for the year ended September 30, 2004, SEC file number 000-17111).
10.14*    Severance Agreement dated November 22, 2004 between Phoenix and Ramesh Kesanupalli.
10.15*    Severance Agreement dated January 12, 2004 between Phoenix and Scott C. Taylor.
14.1    Code of Ethics (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Report on Form 10-K for the year ended September 30, 2003, SEC file number 000-17111).
21.1    Subsidiaries of the Registrant.
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24    Power of Attorney. See signature page.
31.1    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

*   Management contract or compensatory plan or arrangement.

 

72

This excerpt taken from the PTEC 8-K filed Nov 17, 2005.

EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Phoenix Technologies Ltd. Press Release dated November 17, 2005.
This excerpt taken from the PTEC 8-K filed Oct 11, 2005.

EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Phoenix Technologies Ltd. Press Release dated October 11, 2005.
This excerpt taken from the PTEC 10-K filed Oct 7, 2005.

EXHIBIT INDEX

 

Exhibit

Number


 

Description


2.1   Asset Acquisition Agreement, dated as of December 21, 2001, among Phoenix, StorageSoft, Inc., StorageSoft Solutions, Inc., StorageSoft BV, Steve Anderson, Doug Anderson and Ramin Razavi (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Report on Form 10-Q for the quarter ended December 31, 2001).
2.2   Tender and Voting Agreement by and between Phoenix and Synopsys, Inc. dated July 23, 2002 (incorporated herein by reference to Exhibit 2.1 to Phoenix’s Report on Form 8-K dated July 23, 2002).
3.1   Amended and Restated Certificate of Incorporation of Phoenix dated June 29, 1998 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed with the SEC on May 26, 1998, Registration Statement No. 333-53607).
3.2   By-laws of Phoenix as amended through February 6, 1995 (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed with the SEC on March 10, 1995, Registration Statement No. 33-58027).
4.1   Phoenix Preferred Share Purchase Rights Plan dated October 28, 1999 (incorporated herein by reference to Exhibit 1 to Form 8-A filed with the SEC on October 28, 1999).
10.1   1994 Equity Incentive Plan, as amended through February 28, 1996 (incorporated herein by reference to Exhibit 10.17 to Phoenix’s Report on Form 10-K for the fiscal year ended September 30, 1995, SEC file number 0-17111).
10.2   1996 Equity Incentive Plan, as amended through December 12, 1996 (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on January 27, 1997, Registration Statement No. 333-20447).
10.3   1997 Non-statutory Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to Phoenix’s Registration Statement on Form S-8 filed on October 2, 1997, Registration Statement No. 333-37063).
10.4   1998 Stock Plan (incorporated herein by reference to Exhibit 99.1 to Phoenix’s Registration Statement on Form S-8 filed on June 5, 1998, Registration Statement No. 333-56103).
10.5   Amended and Restated 1991 Employee Stock Purchase Plan, as amended June 4, 1998 (incorporated herein by reference to Exhibit 99.2 to Phoenix’s Registration Statement on Form S-8 filed on June 5, 1998, Registration Statement No. 333-56103).
10.6   Employment Agreement dated June 8, 1999 between Phoenix and Albert E. Sisto (incorporated herein by reference to Exhibit 10.59 to Phoenix’s Report on Form 10-K for the fiscal year ended September 30, 1999).
10.7   1999 Director Option Plan (incorporated herein by reference to Exhibit 4.2 to Phoenix’s Registration Statement on Form S-8 filed on December 5, 2001, Registration Statement No. 333-74532).
10.8   1999 Stock Plan, as amended April 9, 2002 (incorporated herein by reference to Exhibit 10.1 to Phoenix’s Report on Form 10-Q for the quarter ended March 31, 2002).
10.9   2001 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 to Phoenix’s Report on Form 10-Q for the quarter ended March 31, 2002).
10.10   Employment Agreement, dated October 1, 2001, between Phoenix and David L. Gibbs (incorporated herein by reference to Exhibit 10.16 to Phoenix’s Report on Form 10-K for the year ended September 30, 2002).
10.11   Employment Agreement, dated August 8, 2002, between Phoenix and W. Curtis Francis (incorporated herein by reference to Exhibit 10.17 to Phoenix’s Report on Form 10-K for the year ended September 30, 2002).
10.12   Employment Agreement, dated June 16, 2003, between Phoenix and Randall Bolten (incorporated herein by reference to Exhibit 10.13 to Phoenix’s Report on Form 10K for the year ended September 30, 2003).
10.13   Standard Industrial Lease - Full Net between WB Murphy Ranch, L.L.C. of the United States as Landlord and Phoenix as Tenant, dated as of May 16, 2003, for that certain property located at 915 Murphy Ranch Road, Milpitas (incorporated herein by reference to Exhibit 10.14 to Phoenix’s Report of Form 10-K for the year ended September 30, 2003).
10.14   Severance Agreement, dated March 15, 2004, between Phoenix and Michael J. Vanneman.**
14.1   Code of Ethics (incorporated herein by reference to Exhibit 14.1 to Phoenix’s Report on Form 10K for the year ended September 30, 2003).


Exhibit

Number


 

Description


21.1   Subsidiaries of the Registrant.**
23.1   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.**
24   Power of Attorney.**
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.3   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.**
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.**

** Previously filed as an exhibit to the Original Form 10-K.
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