EXHIBIT 10.4B
EXHIBIT A (of Plan)
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
____ Original Application Check Your Enrollment Date: _____ May 1, _____
____ Change in Payroll Deduction Rate _____ Nov 1, _____
____ Change of Beneficiary(ies)
1. ___________________________________________ hereby elects to participate in
the NetIQ Corporation 1999 Employee Stock Purchase Plan (the "ESPP") and
subscribes to purchase shares of the Company's Common Stock in accordance
with this Subscription Agreement and the ESPP.
2. I hereby authorize payroll deductions from each paycheck in the amount of
______% of my Compensation on each payday (from 1% to 15%) during the
Offering Period in accordance with the ESPP. (Please note that no
fractional percentages are permitted.)
3. I understand that said payroll deduction shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the ESPP. I understand that if I do not
withdraw from an Offering Period, any accumulated payroll deductions will
be used to automatically exercise my option.
4. I have received a copy of the complete ESPP. I understand that my
participation in the ESPP is in all respects subject to the terms of the
Plan. I understand that my ability to exercise the option under this
Subscription Agreement is subject to shareholder approval of the ESPP.
5. ▇▇▇▇▇▇ purchased for me under the ESPP should be issued in the name(s) of
Employee or Employee and Spouse only.
6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares) or one year after the
Exercise Date, I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such
shares were purchased by me over the price which I paid for the shares. I
hereby agree to notify the Company in writing within 30 days after the date
of any disposition of my shares and I will make adequate provision for
Federal, state or other tax withholding obligations, if any, which arise
upon the disposition of the Common Stock. The Company may, but will not be
obligated to, withhold from my compensation the amount necessary to meet
any applicable withholding obligation including any withholding necessary
to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received income only at the time of such
disposition, and that such income will be taxed as ordinary income only to
the extent of an amount equal to the lesser of (1) the excess of the fair
market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market
value of the shares on the first day of the Offering Period. The remainder
of the gain, if any, recognized on such disposition will be taxed as
capital gain.
7. I hereby agree to be bound by the terms of the ESPP. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to
participate in the ESPP.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the ESPP:
------------------------------------ -----------------------------------
Name (First) (Middle) (Last) Address
------------------------------------ -----------------------------------
Relationship
Employee's Social Security Number:
-------------------------------
Employee's Address:
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I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
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Signature of Employee
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Spouse's Signature (ONLY if beneficiary is
other than spouse)
Fax to: Stock Services Mail To: NetIQ Corporation
(▇▇▇) ▇▇▇-▇▇▇▇ Stock Services
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EXHIBIT B (of Plan)
NetIQ Corporation
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the NetIQ
Corporation Employee Stock Purchase Plan, which began on ____________, ______
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.
Please Print Name and Address of Participant:
________________________________
________________________________
________________________________
Social Security Number:____________
- OR -
Country, if other than U.S:_________
Signature:
________________________________
Date:___________________________
Fax to: Mail to:
Stock Services NetIQ Corporation
▇▇▇-▇▇▇-▇▇▇▇ Attn: Stock Services
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