Tarantella Inc Watch

from 8-K 9 pages To: Stephen Bannerman Vice President, Chief Marketing Officer 1. Term of Employment Under This Agreement. the Term of Your Employment Under This Agreement Shall Commence on the Change in Control Date and Shall Continue Until the One Year Anniversary of the Change in Control Date (The “Term”). 2. Termination Payments and Other Benefits

from 8-K 9 pages To: E. Joseph Vitetta, Jr. Vice President, Corporate Development and Secretary 1. Term of Employment Under This Agreement. the Term of Your Employment Under This Agreement Shall Commence on the Change in Control Date and Shall Continue Until the One Year Anniversary of the Change in Control Date (The “Term”). 2. Termination Payments and Other Benefits

from 8-K 9 pages To: John M. Greeley Vice President and Chief Financial Officer 1. Term of Employment Under This Agreement. the Term of Your Employment Under This Agreement Shall Commence on the Change in Control Date and Shall Continue Until the One Year Anniversary of the Change in Control Date (The “Term”). 2. Termination Payments and Other Benefits

from 8-K 9 pages To: Francis T. Wilde President and Chief Executive Officer 1. Term of Employment Under This Agreement. the Term of Your Employment Under This Agreement Shall Commence on the Change in Control Date and Shall Continue Until the One Year Anniversary of the Change in Control Date (The “Term”). 2. Termination Payments and Other Benefits

from 8-K 4 pages 1. Stock Options and Restricted Stock All Stock Options and Restricted Stock Granted by the Company to Mr. Lachman in Whatever Capacity Shall Vest and Become Fully Exercisable Immediately Prior to the Change in Control

from 8-K 4 pages 1. Stock Options and Restricted Stock All Stock Options and Restricted Stock Granted by the Company to Mr. Ryan Whatever Capacity Shall Vest and Become Fully Exercisable Immediately Prior to the Change in Control

from 8-K 4 pages 1. Stock Options and Restricted Stock All Stock Options and Restricted Stock Granted by the Company to Mr. Williamson Whatever Capacity Shall Vest and Become Fully Exercisable Immediately Prior to the Change in Control

from 8-K 4 pages 1. Stock Options and Restricted Stock All Stock Options and Restricted Stock Granted by the Company to Mr. Eadie in Whatever Capacity Shall Vest and Become Fully Exercisable Immediately Prior to the Change in Control

from 8-K 4 pages 1. Stock Options and Restricted Stock All Stock Options and Restricted Stock Granted by the Company to Mr. Michels Whatever Capacity Shall Vest and Become Fully Exercisable Immediately Prior to the Change in Control

from 8-K 5 pages 1. Cic Payment. if During the Term of the Consulting Agreement Dated January 27, 2005 (The “2005 Consulting Agreement”) Between the Company and Mr. Mohan There Is a Change in Control, Mr. Mohan Shall Be Entitled to a Payment (The “Cic Payment”) as Follows

from 8-K 2 pages • You Will Receive $90,000 Annual Compensation Comprised of $22,500 (Paid Pro Rata Monthly) Cash Compensation, and 59,211 Shares of Restricted Stock (The “Restricted Stock”). the Restricted Stock Is Subject to a Risk of Forfeiture in the Event of Certain Terminations of Service Relationship in Accordance With the Related Restricted Stock Agreement Dated November 1, 2004. • the Term of the Agreement Shall Be for One Year Commencing January 1, 2005 and Will Be Renewable by Mutual Agreement of Both Parties, Subject to Approval by the Compensation Committee

from 10-K 8 pages Costa Severance Agreement

from 10-K 5 pages Scheybeler Severance Agreement

from 10-K 10 pages 2002 Incentive Stock Option Plan

from 8-K 5 pages Settlement Agreement and General Release of All Claims

from S-1 4 pages December 17, 2003 1. Termination Payment • as Has Been Agreed, Your Termination Payment Will Be $203,000, Paid in a Lump Sum. • This Payment Is Conditioned Upon Your Execution of the Release Which Is Included With This Letter. 2. Benefits Continuation

from 10-Q 4 pages Mr. Douglas L. Michels 4717 Branciforte Drive Santa Cruz, California 95065 Re: Status of Employment Agreement

from 10-K 1 page To: Alok Mohan From: Frank Wilde Date: January 19, 2004 Subject: Consulting Agreement • Term of the Agreement Shall Be for One Year Commencing January 1, 2004 and Will Be Renewable by Mutual Agreement of Both Parties With Approval by the Compensation Committee. • $90,000 Annually (Paid Annually) as a Target Incentive. Incentive Payments Shall Be Made Solely Based Upon Tarantella’s Performance Against Its Revenue and Operating Income Measures Paid in Accordance With the Provisions of the Tarantella Management Incentive Plan. • in Accordance With Tarantella’s Policy, as an Ex-CEO and Member of Tarantella’s Board of Directors, You Will Continue to Be Covered Under the Company’s Medical, Dental and Vision Plans. There Will Continue to Be No Coverage for Life Insurance or Disability as a Consultant

from 10-K 6 pages Tarantella, Inc. 2003 Director Option Plan

from 10-K 12 pages 2004 Incentive Stock Option Plan 1. Purposes of the Plan. the Purposes of This Stock Option Plan Are: 2. Definitions. as Used Herein, the Following Definitions Shall Apply: (A) “Administrator” Means the Board or Any of Its Committees as Shall Be Administering the Plan, in Accordance With Section 4 of the Plan. (B) “Applicable Laws” Means the Legal Requirements Relating to the Administration of Stock Option Plans Under State Corporate and Securities Laws and the Code. (C) “Board” Means the Board of Directors of the Company. (D) “Code” Means the Internal Revenue Code of 1986, as Amended. (E) “Committee” Means a Committee Appointed by the Board in Accordance With Section 4 of the Plan. (F) “Common Stock” Means the Common Stock of the Company. (G) “Company” Means Tarantella, Inc., a California Corporation