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 (May 6th, 2005)
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 – Contract (October 22nd, 2004)

This plan has been established to provide financial incentive and reward for eligible NetIQ employees to achieve business objectives and increase shareholder value by basing a portion of an employee’s compensation on the successful attainment of corporate business targets and personal business objectives (MBOs).

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 – NetIQ Corporation Condensed Consolidated Balance Sheets (In thousands) March 31, June 30, 2003 2002 ----------- ----------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 100,930 $ 64,032 Short-term investments 214,027 411,861 Accounts receivable, net 30,049 35,095 Prepaid expenses and other 8,427 4,511 ----------- ----------- Total current assets 353,433 515,499 ----------- ----------- Property and equipment, net 59,961 55,518 Other intangible assets, net 68,437 57,537 Goodwill, net 603,362 915,813 Long-term investments 6,564 2,652 Other assets 1,510 1,624 ----------- -------- (April 24th, 2003)
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 – 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 – NETIQ AND WEBTRENDS AGREE TO MERGE Strategic Combination Will Leverage Complementary Strengths To Create The Leading Provider of eBusiness Infrastructure Management and Intelligence Solutions ------------------------------ SAN JOSE, CA, and PORTLAND, OR-- Jan. 17, 2001 -- NetIQ(R)Corp. (NASDAQ: NTIQ), the market leader in Windows eBusiness infrastructure management, and WebTrends(R)Corp. (NASDAQ: WEBT), the market leader in web analytics and eBusiness intelligence, today announced a definitive merger agreement, creating the leading provider of eBusiness infrastructure management and intelligen (January 17th, 2001)
Netiq Corp – PRESS RELEASE (May 26th, 2000)
Netiq Corp – 1999 EMPLOYEE STOCK PURCHASE PLAN (May 15th, 2000)
Netiq Corp – 1997 STOCK PLAN (May 15th, 2000)
Netiq Corp – AGREEMENT AND PLAN OF REORGANIZATION (March 6th, 2000)