EXHIBIT 10.1
LETTER OF AGREEMENT
This Agreement is entered into on this 8th day of April, 2000, by and between
Mission Critical Software, Inc. (hereinafter "Mission Critical") and Net IQ
Corporation ("Net IQ").
WHEREAS, Mission Critical and Net IQ are presently completing a merger of their
respective organizations ("The Transaction"), which will result in formation of
a surviving corporate entity to be known as Net IQ Corporation; and
WHEREAS, Mission Critical has entered into Employment Agreements with Xxxxxxx
X. Xxxxxxx, who shall serve as Executive Chairman of the Board for Net IQ upon
completion of the Transaction, and Xxxxxxx Xxxx, who shall serve as Chief
Operating Officer of Net IQ upon completion of the Transaction; and
WHEREAS, it is the desire and intent of both Mission Critical and Net IQ that
Xxxxxxx and Xxxx continue to serve Net IQ in the respective capacities herein
specified subsequent to completion of the Transaction,
NOW THEREFORE, the parties agree to the following:
1. Effective as of the date on which the Transaction closes ("Closing Date"),
Mission Critical shall assign to NetIQ any and all rights, privileges, duties,
responsibilities, covenants and obligations arising under the Employment
Agreement dated April 8, 2000, by and between Mission Critical and Xxxxxxx X.
Xxxxxxx ("Xxxxxxx Employment Agreement"). Net IQ agrees to accept and assume,
fully and without condition, all rights, privileges, duties, responsibilities,
covenants, and obligations arising under the Xxxxxxx Employment Agreement, and
to be fully and unconditionally bound by the terms thereof, as though Net IQ
were an original party to the Xxxxxxx Employment Agreement.
2. Effective as of the Closing Date, Mission Critical shall assign to NetIQ any
and all rights, privileges, duties, responsibilities, covenants and obligations
arising under the Employment Agreement dated April 8, 2000, by and between
Mission Critical and Xxxxxxx Xxxx ("Xxxx Employment Agreement"). Net IQ agrees
to accept and assume, fully and without condition, all rights, privileges,
duties, responsibilities, covenants, and obligations arising under the Xxxx
Employment Agreement, and to be fully bound by the terms thereof, as though Net
IQ were an original party to the Xxxx Employment Agreement.
EXECUTED as of the date first above written.
For MISSION CRITICAL SOFTWARE, INC.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Director
For Net IQ CORPORATION:
/s/ Xxxx-Xxx Xxxx
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Xxxx-Xxx Xxxx, Director
