Netiq Corp Sample Contracts

ARTICLE 1 GRANT OF PROXY; VOTING AGREEMENT
Voting Agreement • January 26th, 2001 • Netiq Corp • Services-prepackaged software • Delaware
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EXHIBIT 1.1 3,500,000 Shares NetIQ Corporation Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • November 29th, 1999 • Netiq Corp • Services-prepackaged software • New York
dated as of
Agreement and Plan of Merger • January 17th, 2001 • Netiq Corp • Services-prepackaged software • Delaware
1995 STOCK PLAN
Stock Option Agreement • May 26th, 1999 • Netiq Corp • California
EXHIBIT 99.4
Employment Agreement • January 17th, 2001 • Netiq Corp • Services-prepackaged software • Oregon
NetIQ
Subscription Agreement • May 26th, 1999 • Netiq Corp
SOFTWARE DISTRIBUTION AGREEMENT BETWEEN
Software Distribution Agreement • July 29th, 1999 • Netiq Corp • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER dated as of April 26, 2006 among NETIQ CORPORATION, WIZARD HOLDING CORPORATION and NINTH TEE MERGER SUB, INC.
Agreement and Plan of Merger • April 27th, 2006 • Netiq Corp • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 26, 2006 among NetIQ Corporation, a Delaware corporation (the “Company”), Wizard Holding Corporation, a Delaware corporation (the “Parent”), and Ninth Tee Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NETIQ CORP., PLANET ACQUISITION CORP.
Agreement and Plan of Reorganization • March 6th, 2000 • Netiq Corp • Services-prepackaged software • Delaware
EXHIBIT 10.7 AGREEMENT OF SUBLEASE ---------------------
Work Letter Agreement • May 26th, 1999 • Netiq Corp • California
RECITALS --------
Netiq Stock Option Agreement • March 6th, 2000 • Netiq Corp • Services-prepackaged software • Delaware
RECITALS --------
MCS Stock Option Agreement • March 6th, 2000 • Netiq Corp • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2004 • Netiq Corp • Services-prepackaged software • California

This Employment Agreement (the “Agreement”) is made effective September 8, 2003, (the “Effective Date”) between NetIQ Corporation, a Delaware corporation (“NetIQ”), and Charles M. Boesenberg (“Executive”).

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ASSET PURCHASE AGREEMENT Dated as of March 26, 2005 Among Spider Holding Inc., NetIQ Corporation, NetIQ Limited and NetIQ Ireland Limited
Asset Purchase Agreement • March 29th, 2005 • Netiq Corp • Services-prepackaged software • New York

ASSET PURCHASE AGREEMENT, dated as of March 26, 2005 (this “Agreement”), among Spider Holding Inc., a Delaware corporation (the “Buyer”), NetIQ Corporation, a Delaware corporation (the “Company”), NetIQ Limited, a company organized under the laws of Ireland (“UK Sub”) and NetIQ Ireland Limited, an Irish corporation residing in the Cayman Islands (“Irish Sub,” and together with the Company and the UK Sub, the “Sellers”).

SUBLEASE
Sublease • September 26th, 2002 • Netiq Corp • Services-prepackaged software

THIS SUBLEASE is made as of the 30th day of April, 2002, by and between COMPAQ COMPUTER CORPORATION, a Delaware corporation, with an address at 20555 State Highway 249, Houston, Texas 77070 (“Sublandlord”) and NetIQ CORPORATION, a Delaware corporation, with an address at 3553 N 1st Street, San Jose Ca 95134-1803 (“Subtenant”).

RECITALS
License, Development and Marketing Agreement • November 14th, 2000 • Netiq Corp • Services-prepackaged software
Terms and conditions of agreement with Marc Andrews extending relocation benefits
Letter Agreement • January 25th, 2006 • Netiq Corp • Services-prepackaged software • Texas

This letter agreement (“Agreement”) sets forth and defines the terms and conditions of the continuation of certain relocation arrangements earlier made between you and NetIQ Corporation (the “Company”) pursuant to a letter agreement, dated May 4, 2005 (“Prior Agreement”), as well as the terms of your employment with respect to your promotion to Chief Operating Officer on January 10, 2006 (the “Promotion Effective Date”). This Agreement supersedes and replaces the Prior Agreement in its entirety.

STOCK OPTION LETTER AGREEMENT APPROVED UK SUB PLAN TO THE NETIQ CORPORATION AMENDED AND RESTATED 1998 STOCK INCENTIVE COMPENSATION PLAN
Stock Option Letter Agreement • September 10th, 2004 • Netiq Corp • Services-prepackaged software • California
SUBLEASE
Sublease • February 22nd, 2006 • Netiq Corp • Services-prepackaged software

THIS SUBLEASE (“Sublease”) is dated as of February 17, 2006, and is made by and between Quantum Corporation, a Delaware corporation (“Sublessor”), and NetIQ Corporation, , a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

WAIVER AGREEMENT TO EMPLOYMENT AGREEMENT AND CERTAIN OPTION AGREEMENTS
Waiver Agreement • September 10th, 2004 • Netiq Corp • Services-prepackaged software

This Waiver Agreement (the “Agreement”) is made and entered into effective as of August 6, 2004 by and between NetIQ Corporation, a Delaware corporation (“NetIQ”), and Charles M. Boesenberg (“Executive”), and is made in respect of (i) the Employment Agreement dated September 8, 2003 by and between NetIQ and Executive the (“Employment Agreement”) and (ii) three Notices of Grant of Stock Options and Option Agreements, each dated January 25, 2002 (collectively, the “Option Agreements”), pursuant to which NetIQ granted Executive options to purchase an aggregate of 1,500,000 shares (the “Prior Options”) of NetIQ’s common stock, par value $.001 per share (the “Common Stock”), at an exercise price of $28.73 under the terms of the stock option plans referenced in the Option Agreements (the “Plans”).

RECITALS --------
MCS Voting Agreement • March 7th, 2000 • Netiq Corp • Services-prepackaged software • Delaware
AMENDED AND RESTATED NETIQ CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • September 10th, 2004 • Netiq Corp • Services-prepackaged software • California

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of (the “Effective Date”), by and between (the “Employee”) and NetIQ Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AGREEMENT ---------
Control Severance Agreement • May 26th, 1999 • Netiq Corp • California
SEPARATION AND SETTLEMENT AGREEMENT WITH MUTUAL GENERAL COMPLETE RELEASE OF ALL CLAIMS
Separation and Settlement Agreement • September 9th, 2003 • Netiq Corp • Services-prepackaged software • California

This SEPARATION AND SETTLEMENT AGREEMENT WITH MUTUAL GENERAL COMPLETE RELEASE OF ALL CLAIMS (this “Agreement”) is made by and between NetIQ Corporation (the “Company”) and Glenn S. Winokur (“Employee”), with respect to the separation of Employee’s employment with the Company and his resignation from a position as an officer of the Company, and shall be effective as of the 23rd day of April, 2003 (the “Effective Date”).

January 23, 1998 -------------------------------------------------------------- ------------------
Netiq Subsidiaries • May 26th, 1999 • Netiq Corp
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 13th, 2005 • Netiq Corp • Services-prepackaged software • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered as of the Effective Date (as defined herein), by and between NETIQ CORPORATION, a Delaware corporation (“Seller”), and CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”).

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