Netiq Corp Sample Contracts

Netiq Corp – On April 27, 2006, we jointly announced the signing of a definitive agreement under which NetIQ Corporation will be acquired by AttachmateWRQ. This merger creates a strong enterprise software company with greater scale, expanded expertise, a history of innovative products and loyal customers. Once the transaction is closed, the newly merged company will be known as Attachmate- NetIQ. The catalyst for this transaction is the belief that the combination of our two companies can deliver greater value to our customers. On behalf of over 1,000 of our colleagues around the world, we are committed to (April 27th, 2006)

This merger brings together two leading companies with complementary strategic visions and product technologies and a commitment to customer satisfaction. Both companies are market leaders – AttachmateWRQ in host access solutions that help organizations extend, manage and secure valuable IT assets; NetIQ in systems and security management helping customers to better ensure operational integrity, manage service levels, reduce risk, and ensure policy compliance. Together we comprise a $400 million company serving 40,000 customers in over 60 countries. By joining forces, we have a tremendous opportunity for further growth based on our mutual strengths and experience in complex, heterogeneous IT environments.

Netiq Corp – AGREEMENT AND PLAN OF MERGER dated as of April 26, 2006 among NETIQ CORPORATION, WIZARD HOLDING CORPORATION and NINTH TEE MERGER SUB, INC. (April 27th, 2006)

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”).

Netiq Corp – Letter agreement with Charles M. Boesenberg regarding transition (March 6th, 2006)

This letter agreement (this “Agreement”) will set forth our mutual agreement with respect to your future services with NetIQ Corporation (the “Company”).

Netiq Corp – Restricted Stock Award Agreement NETIQ CORPORATION NOTICE OF AWARD OF RESTRICTED STOCK (March 6th, 2006)

NetIQ Corporation, a Delaware corporation (the “Company”), hereby awards, effective as of the date set forth below (the “Award Date”), to Charles M. Boesenberg the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) pursuant to the Company’s Amended and Restated 1998 Stock Incentive Compensation Plan (the “Plan”), as follows:

Netiq Corp – SUBLEASE (February 22nd, 2006)

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:

Netiq Corp – Terms and conditions of agreement with Marc Andrews extending relocation benefits (January 25th, 2006)

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.

Netiq Corp – NETIQ CORPORATION NOTICE OF AWARD OF RESTRICTED STOCK (January 25th, 2006)

NetIQ Corporation, a Delaware corporation (the “Company”), hereby awards, effective as of the date set forth below (the “Award Date”), to the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) pursuant to the Company’s Amended and Restated 1998 Stock Incentive Compensation Plan (the “Plan”), as follows:

Netiq Corp – PURCHASE AND SALE AGREEMENT (December 13th, 2005)

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”).

Netiq Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETIQ CORPORATION (December 2nd, 2005)

NetIQ Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Netiq Corp – AMENDED AND RESTATED BYLAWS OF NETIQ CORPORATION a Delaware Corporation Effective as of November 28, 2005 (December 2nd, 2005)
Netiq Corp – SEPARATION AND SETTLEMENT AGREEMENT WITH MUTUAL GENERAL COMPLETE RELEASE OF ALL CLAIMS (August 12th, 2005)

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 Mark P. Marron (“Employee”), with respect to the separation of Employee from his employment with the Company and his resignation from a position as an officer of the Company, and shall be effective upon the expiration of the Revocation Period referenced in Section 20 below (the “Effective Date”).

Netiq Corp – NETIQ CORPORATION NOTICE OF GRANT OF STOCK PURCHASE RIGHT (July 29th, 2005)

NetIQ Corporation, a Delaware corporation (the “Company”), hereby grants, effective as of the date set forth below (the “Grant Date”), to the right to purchase up to the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) pursuant to the Company’s 1995 Stock Plan, as amended (the “Plan”), as follows:

Netiq Corp – NETIQ CORPORATION NOTICE OF GRANT OF STOCK PURCHASE RIGHT (June 27th, 2005)

NetIQ Corporation, a Delaware corporation (the “Company”), hereby grants, effective as of the date set forth below (the “Grant Date”), to the right to purchase up to the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) pursuant to the Company’s 1995 Stock Plan, as amended (the “Plan”), as follows:

Netiq Corp – May 4, 2005 Marc Andrews Abbeywood Sunningdale SL5 9SW Dear Marc, (May 6th, 2005)

This letter sets forth and defines the terms and conditions of your promotion, effective February 1, 2004 (the “Promotion Date”) and your subsequent employment with NetIQ Corporation (the “Company”) and NetIQ Limited (“NetIQ UK”), a wholly owned subsidiary of the Company.

Netiq Corp – ASSET PURCHASE AGREEMENT Dated as of March 26, 2005 Among Spider Holding Inc., NetIQ Corporation, NetIQ Limited and NetIQ Ireland Limited (March 29th, 2005)

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”).

Netiq Corp – AMENDED AND RESTATED NETIQ CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT (September 10th, 2004)

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.

Netiq Corp – PENTASAFE, INC. THIRD AMENDED AND RESTATED 1998 STOCK PURCHASE AND OPTION PLAN (September 10th, 2004)
Netiq Corp – STOCK OPTION GRANT AGREEMENT (September 10th, 2004)

STOCK OPTION GRANT AGREEMENT, dated as of , 2002, between PentaSafe Security Technologies, Inc., a Texas corporation (the “Company”), and (the “Optionee”), an employee of the Company or a Subsidiary or Affiliate of the Company.

Netiq Corp – WAIVER AGREEMENT TO EMPLOYMENT AGREEMENT AND CERTAIN OPTION AGREEMENTS (September 10th, 2004)

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”).

Netiq Corp – STOCK OPTION LETTER AGREEMENT APPROVED UK SUB PLAN TO THE NETIQ CORPORATION AMENDED AND RESTATED 1998 STOCK INCENTIVE COMPENSATION PLAN (September 10th, 2004)
Netiq Corp – NetIQ CORPORATION 2002 STOCK PLAN (September 10th, 2004)
Netiq Corp – NETIQ CORPORATION NOTICE OF GRANT OF STOCK PURCHASE RIGHT (September 10th, 2004)

NetIQ Corporation, a Delaware corporation (the “Company”), hereby grants, effective as of the date set forth below (the “Grant Date”), to Charles M. Boesenberg the right to purchase up to the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Restricted Shares”) pursuant to the Company’s 1995 Stock Plan, as amended (the “Plan”), as follows:

Netiq Corp – EMPLOYMENT AGREEMENT (February 13th, 2004)

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”).

Netiq Corp – EMPLOYMENT AGREEMENT (September 10th, 2003)

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”).

Netiq Corp – EMPLOYMENT AGREEMENT WITH NON-COMPETITION AND NO-HIRE AGREEMENT (February 14th, 2003)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the day of , 2002 by and between NetIQ Corporation, a Delaware corporation (“NetIQ”), and the undersigned security holder and employee (“Employee”) of PentaSafe Security Technologies, Inc., a Texas corporation (the “Company”).

Netiq Corp – 1998 STOCK PURCHASE AND OPTION PLAN (December 13th, 2002)

EXHIBIT 4.3 Annex B PENTASAFE, INC. THIRD AMENDED AND RESTATED 1998 STOCK PURCHASE AND OPTION PLAN Section 1. Purpose of Plan The purpose of the Third Amended and Restated PentaSafe, Inc. 1998 Stock Option Plan (the "Plan") is: (a) to secure for PentaSafe Security Technologies, Inc., a Texas corporation (the "Company"), and its shareholders the benefits of the incentive inherent in the ownership of the common stock of the Company by the directors, officers and key employees of the Company who will be largely responsible for the Company's future growth and financial success; (b) to promote the long term financial interests and growth of the Company and its affiliates by attracting and retaining management personnel with the training, experience and

Netiq Corp – 1995 STOCK PLAN (December 13th, 2002)

EXHIBIT 4.1A NetIQ CORPORATION 1995 STOCK PLAN Amended and Restated as of September 16, 2002 1. Purposes of the Plan. The purposes of this 1995 Stock Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall

Netiq Corp – SUBLEASE (September 26th, 2002)

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”).

Netiq Corp – NetIQ CORPORATION 1995 STOCK PLAN Amended and Restated as of September 16, 2002 (September 26th, 2002)
Netiq Corp – AMENDED AND RESTATED 1998 STOCK INCENTIVE COMPENSATION PLAN (May 14th, 2002)

Exhibit 10.17 NETIQ CORPORATION AMENDED AND RESTATED 1998 STOCK INCENTIVE COMPENSATION PLAN SECTION 1. PURPOSE The purpose of the NetIQ Corporation 1998 Stock Incentive Compensation Plan (the "Plan") is to enhance the long-term shareholder value of NetIQ Corporation, a Delaware corporation (the "Company"), by offering opportunities to selected persons to participate in the Company's growth and success, and to encourage them to remain in the service of the Company and its Related Corporations (as defined in Section 2) and to acquire and maintain stock ownership in the Company. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: "Award" means an award or grant made pursuant to the Plan, including, without limitation, awards or grants of Options and Stock Awards, or any combination of th

Netiq Corp – 1998 Stock Incentive Compensation Plan (May 14th, 2002)

Exhibit 10.18 SCHEDULE -------- The Approved UK Sub-Plan of the NetIQ Corporation Amended and Restated ---------------------------------------------------------------------- 1998 Stock Incentive Compensation Plan -------------------------------------- This sub-plan together with the NetIQ Corporation Amended and Restated 1998 Stock Incentive Compensation Plan (the "1998 Plan") shall constitute the rules of the Approved UK Sub Plan ("the Sub Plan") established by the Plan Administrator and approved by the United Kingdom Inland Revenue under Schedule 9 to the Income and Corporation Taxes Act 1988. Subject to the succeeding paragraphs of this Sub Plan, the terms and conditions of the 1998 Plan are incorporated herein. 1. Definitions 1.1. In this Sub Plan the following words and expressions s

Netiq Corp – WARRANT TO PURCHASE 140,000 SHARES (May 14th, 2002)

EXHIBIT 10.16 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE 140,000 SHARES OF THE COMMON STOCK OF NetIQ Corporation EFFECTIVE DATE: March 31, 2002 EXPIRATION DATE: July 28, 2003 This certifies that HEIDRICK & STRUGGLES, INC. or its permitted transferees or assigns (each individually, the "Holder") for the agreed upon value of $1.00 and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, shall be entitled to purchase from NETIQ CORPORA

Netiq Corp – SEPARATION AND SETTLEMENT AGREEMENT WITH GENERAL COMPLETE RELEASE OF ALL CLAIMS (February 12th, 2002)

This SEPARATION AND SETTLEMENT AGREEMENT WITH GENERAL COMPLETE RELEASE OF ALL CLAIMS (this “Agreement”) is made between NetIQ Corporation (the “Company”) and Thomas P. Bernhardt (“Employee”), with respect to the change in status of Employee’s employment with NetIQ and his resignation from a position as an officer and director of NetIQ, and is effective as of February 5, 2002 (the “Effective Date”).

Netiq Corp – Charles Bosenberg 13936 Albar Court Saratoga, CA 95070 Dear Chuck: NetIQ Corporation (the “Company”) is pleased to memorialize the terms and conditions of your employment as follows: (February 12th, 2002)
Netiq Corp – 2002 STOCK PLAN (January 30th, 2002)

EXHIBIT 10.5 NetIQ CORPORATION 2002 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2002 Stock Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees and Consultants, and o to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. Stock Purchase Rights may also be granted under the Plan. 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 requirements relating to the administrati