0001193125-04-154978 Sample Contracts

STOCK OPTION LETTER AGREEMENT APPROVED UK SUB PLAN TO THE NETIQ CORPORATION AMENDED AND RESTATED 1998 STOCK INCENTIVE COMPENSATION PLAN
Stock Option Agreement • September 10th, 2004 • Netiq Corp • Services-prepackaged software • California
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AMENDED AND RESTATED NETIQ CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of 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.

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”).

STOCK OPTION GRANT AGREEMENT
Stock Option Grant Agreement • September 10th, 2004 • Netiq Corp • Services-prepackaged software

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.

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