MISSION CRITICAL SOFTWARE INC S-1

S-1

FORM S-1

EX-3.1.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.1.2

FORM OF CERTIFICATE OF INCORPORATION

EX-3.2.1

AMENDED AND RESTATED BYLAWS

EX-3.2.2

FORM OF BYLAWS OF THE REGISTRANT

EX-4.3

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

EX-5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

AMENDED AND RESTATED 1997 STOCK OPTION PLAN

EX-10.2.1

FORM OF OPTION AGREEMENT

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.3.1

FORM OF SUBSCRIPTION AGREEMENT

EX-10.4

1999 DIRECTOR PLAN

EX-10.5

LEASE AGREEMENT DATED OCTOBER 22, 1996

EX-10.5.1

FIRST AMENDMENT TO LEASE AGREEMENT

EX-10.5.2

SECOND AMENDMENT TO LEASE AGREEMENT

EX-10.5.3

THIRD AMENDMENT TO LEASE AGREEMENT

EX-10.6.1

AMENDMENT TO QUICKSTART LOAN AGREEMENT

EX-10.6.2

LOAN AND SECURITY AGREEMENT

EX-10.7

EMPLOYMENT AGREEMENT PAUL K. KOFFEND, JR.

EX-10.8

EMPLOYMENT AGREEMENT LOUIS R. WOODHILL

EX-10.8.1

AMENDED EMPLOYMENT AGREEMENT LOUIS R. WOODHILL

EX-10.9

EMPLOYMENT AGREEMENT JAMES R. WOODHILL

EX-10.10

EMPLOYMENT AGREEMENT THOMAS P. BERNHARDT

EX-10.10.1

CONSULTING AGREEMENT THOMAS P. BERNHARDT

EX-10.11

EMPLOYMENT AGREEMENT BRIAN MCGRATH

EX-10.11.1

LETTER AGREEMENT BRIAN MCGRATH

EX-10.12

EMPLOYMENT AGREEMENT OLIVIER THIERRY

EX-10.12.1

RELOCATION AGREEMENT OLIVER THIERRY

EX-10.13

OFFER LETTER MICHAEL S. BENNETT

EX-10.14

OFFER LETTER STEPHEN E. ODOM

EX-10.15

OFFER LETTER LESLIE WILLARD

EX-10.15.1

LETTER AGREEMENT LESLIE WILLARD

EX-10.16

EMPLOYMENT AGREEMENT RICHARD PLECZKO

EX-10.16.1

OFFER LETTER RICHARD PLECZKO

EX-10.18

OFFER LETTER RICHARD KANGAS

EX-10.18.1

EMPLOYMENT AGREEMENT RICHARD KANGAS

EX-10.19

OFFER LETTER MICHAEL ROVNER

EX-10.19.1

EMPLOYMENT AGREEMENT MICHAEL ROVNER

EX-10.20

FORM OF CONSULTING AGREEMENT

EX-23.1

CONSENT OF INDEPENDENT AUDITORS

EX-27.1

FINANCIAL DATA SCHEDULE