EXHIBIT 10.2.1 MISSION CRITICAL SOFTWARE, INC. 1997 STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Mission Critical Software Inc • May 28th, 1999 • Texas
RECITALS:Consulting Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
BETWEENLoan and Security Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 24th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
WITNESSETH:Lease Agreement • May 28th, 1999 • Mission Critical Software Inc
EXHIBIT 10.6 [LOGO] SILICON VALLEY BANK QUICKSTART LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 1999 • Mission Critical Software Inc • Services-prepackaged software
RECITALSRestricted Stock Agreement • March 24th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
EXHIBIT 4.3 AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT is made as of July 2, 1997 by and among the stockholders listed on Schedule I hereto (individually, a "Stockholder" and collectively, the...Stockholders' Agreement • May 28th, 1999 • Mission Critical Software Inc • Delaware
COMMON STOCKUnderwriting Agreement • July 12th, 1999 • Mission Critical Software Inc • Services-prepackaged software • California
EXHIBIT 10.17 OFFICE LEASE AUSTIN BUILDING --------------- This is a Lease Agreement made and entered into between 360 Austin Building LP DBA: Austin Building, as "Lessor", and MISSION CRITICAL SOFTWARE, INC., as "Lessee", whether one or more. 1.1....Office Lease • July 7th, 1999 • Mission Critical Software Inc • Services-prepackaged software
EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of January 1, 1997, by and between THOMAS P. BERNHARDT (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
EXHIBIT 10.10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective as of September 4, 1996, by and between THOMAS P. BERNHARDT (hereinafter "CONSULTANT"), and MISSION CRITICAL SOFTWARE, INC., a Delaware...Consulting Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
Exhibit 10.6.1 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of January 23, 1998, by and between Mission Critical Software, Inc. ("Borrower") whose address is 720 North Post Oak Road, Suite 505, Houston, TX 77024 and...Loan Modification Agreement • May 28th, 1999 • Mission Critical Software Inc
WITNESSETH: I.Lease Agreement • July 7th, 1999 • Mission Critical Software Inc • Services-prepackaged software • Texas
EXHIBIT 4.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT dated as of July 2, 1997 is among Mission Critical Software, Inc., a Delaware corporation (the "COMPANY"), and the investors listed on EXHIBIT A to this Agreement (the "INVESTORS")....Investor Rights Agreement • July 12th, 1999 • Mission Critical Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.11.1 MCS MISSION CRITICAL SOFTWARE January 13, 1999 Ms. Leigh Faoro Saint-Germain address Re: Brian McGrath Dear Leigh: As we discussed in our meeting on January 7, 1999, Mission Critical Software, Inc., M&A Associates and Brian McGrath...Mission Critical Software Inc • May 28th, 1999
EXHIBIT 10.4.1 MISSION CRITICAL SOFTWARE, INC. 1999 DIRECTOR OPTION PLAN DIRECTOR OPTION AGREEMENT Mission Critical Software, Inc., a Delaware corporation (the "Company"), has granted to _________________ (the "Optionee"), an option to purchase a...Option Agreement • July 7th, 1999 • Mission Critical Software Inc • Services-prepackaged software
EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of September 4, 1996, by and between LOUIS R. WOODHILL (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into effective as of September 4, 1996, by and between Paul F. Koffend, Jr., (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
MISSION CRITICAL SOFTWARE, INC. FORM OF ACCREDITED STOCKHOLDER STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 24th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
a) Project Name and Address: 720 North Post Oak Office Building 720 North Post Oak Road Houston, Texas 77024 (b) Building: Approximately 93,165 square feet of Net Rentable Area (c) Premises: Approximately 7,067 square feet of Rentable Area on the...Lease • May 28th, 1999 • Mission Critical Software Inc • Texas
EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into effective as of 21-Dec-98, by and between Pleczko, Richard J. (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware corporation...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
ARTICLE 2 REGISTRATION RIGHTSForm of Registration Rights Agreement • March 24th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 MISSION CRITICAL SOFTWARE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of _________, ____ by and between Mission Critical Software, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • May 28th, 1999 • Mission Critical Software Inc • Delaware
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 25th, 1999 • Mission Critical Software Inc • Services-prepackaged software • California
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 8th day of April, 2000, by and between Michael S. Bennett (hereinafter "Executive") and Mission Critical Software, Inc. ("Mission...Employment Agreement • April 13th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Texas
EXHIBIT 10.3.1 MISSION CRITICAL SOFTWARE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT ______ Original Application Enrollment Date: _________ ______ Change in Payroll Deduction Rate ______ Change of Beneficiary(ies) 1....Mission Critical Software Inc • May 28th, 1999
RECITALS --------Netiq Stock Option Agreement • March 8th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
RECITALS --------MCS Stock Option Agreement • March 8th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
Exhibit 10.19.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into effective as of March 24, 1999, by and between MICHAEL ROVNER (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC.,...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
EXHIBIT 10.12.1 RELOCATION AGREEMENT Mission Critical Software, Inc. shall lend to Employee an amount equal to the reasonable costs of a full-service relocation, in accordance with Employer's Relocation Policy. Thereafter, MCS will forgive 1/48 of the...Relocation Agreement • May 28th, 1999 • Mission Critical Software Inc
EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into effective as of August 6, 1997, by and between Brian McGrath (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware corporation...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
EXHIBIT 10.18.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into effective as of 16-Feb-99, by and between Kangas, Stephen (hereinafter "EMPLOYEE"), and MISSION CRITICAL SOFTWARE, INC., a Delaware corporation...Employment Agreement • May 28th, 1999 • Mission Critical Software Inc • Texas
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...Letter of Agreement • April 13th, 2000 • Mission Critical Software Inc • Services-prepackaged software
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF KEY EMPLOYEE AND AFFILIATED STOCKHOLDERMission Critical • March 24th, 2000 • Mission Critical Software Inc • Services-prepackaged software • Delaware
