Employment Agreement [Form date: May 2003]

I, the employee named below, and the corporation or other entity identified below (“Company”), enter into this Employment Agreement (“this Agreement”) in consideration of my employment by the Company and the mutual promises set forth herein.

ARTICLE 1. DEFINITIONS When used in this Agreement, the following terms have the meanings set forth below. 1.1 “BindView,” etc. (a) “BindView” means BindView Corporation (which is a registered assumed name of BindView Development Corporation), a Texas corporation. (b) “BindView Business” means (1) any business engaged in by the Company or any other BindView Company during my Employment, or (2) any other business as to which the Company or any other BindView Company has made demonstrable preparation to engage in during my Employment and (i) in which preparation I materially participated, or (ii) concerning which preparation I had access to Confidential Information. (c) “BindView Company” or “BindView Companies” means BindView and its affiliates. For purposes of this Agreement, (i) an “affiliate” of a Person is defined as any other Person that controls or is controlled by or is under common control with that Person, and (ii) “control” is defined as the direct or indirect ownership of at least fifty percent (50%) of the equity or beneficial interest in such Person or the right to vote for or appoint a majority of the board of directors or other governing body of such Person. (d) “BindView Invention” means any Invention that is made, conceived, or reduced to practice by any person (in whole or in part, either alone or jointly with others, whether or not during regular working hours), whether or not potentially patentable or copyrightable in the U.S. or elsewhere, and the Invention either: (i) involves equipment, supplies, facilities, or trade secret information of any BindView Company; (ii) involves the time for which the person was compensated by any BindView Company; (iii) relates to any BindView Business; or (iv) results, in whole or in part, from work which the person performed for any BindView Company. (e) “BindView Materials” means any and all reports, notes, emails, manuals, computer programs or data, photographs, and all other recorded, written, or printed matter, in any format (including but not limited to electronic and hard-copy formats), (i) that I receive from any BindView Company, or (ii) that I create during my Employment and that relate to any BindView Business, or (iii) that contain Confidential Information of any BindView Company. 1.2 “Company” means the specific BindView Company identified on the signature page of this Agreement, by which I am employed and which is entering into this Agreement with me. If no BindView Company is identified on the signature page, then “the Company” means the specific BindView Company that is organized in the particular jurisdiction where the BindView office from which I am paid is located. 1.3 “Confidential Information” means information of any BindView Business that I learn in the course of my Employment other than information which I can show: (i) was in my possession or within my knowledge before my Employment; or (ii) is or becomes generally known to persons who could take economic advantage of it, other than officers, directors, and employees of the BindView Companies, without breach of an obligation to a BindView Company; or

BINDVIEW EMPLOYMENT AGREEMENT 93.3572 PAGE 1 (iii) I obtained from a party having the right to disclose it to me without violation of an obligation to a BindView Company. No combination of information will be deemed to be within any of the exceptions (i) through (iii) in the previous sentence, however, whether or not the component parts of the combination are within one or more exceptions, unless the combination itself and its economic value and principles of operation are themselves within such an exception. 1.4 “Designated Owner” means (i) the Company or (ii) if from time to time the Company designates one or more other BindView Companies to own certain inventions or other intellectual-property rights, such designated other BindView Company. 1.5 “Employment” means my employment with the Company. 1.6 “Invention” means any and all inventions, discoveries, and improvements, whether or not patentable, along with any and all materials and work product relating thereto. 1.7 “Non-U.S. Company” means a BindView Company organized under the laws of a country or other jurisdiction outside the United States of America and its territories and possessions. Each BindView Company listed on the signature page, other than BindView Corporation, is a Non-U.S. Company. 1.8 “Person” means a natural person, corporation, partnership, or other legal entity, or a joint venture of two or more of the foregoing. 1.9 “Tribunal” means an arbitration panel, court, or other body of competent jurisdiction that is deciding a matter arising out of or relating to this Agreement.

ARTICLE 2. BASIC EMPLOYMENT PROVISIONS 2.1 Duties. (a) I am being initially hired for a particular position, but my position, title, and specific job responsibilities may be changed from time to time as determined by the Company in its discretion. (b) I will perform all the duties and such other functions as the Company may require of me, to the best of my ability, giving the Company the full benefit of my knowledge, expertise and technical skill, and will comply with all lawful directions given by or with the authority of the Company. (c) Whenever so required for the proper fulfillment of my duties, I will work without additional compensation (except as required by applicable law) in excess of the normal hours of work of the Company. (d) I will attend and work at any premises of the BindView Companies wherever situated, and travel and work both in this country and abroad, as may be required for the proper fulfillment of my duties. (e) I will comply with all lawful rules, regulations, policies, procedures, ethical standards, and special instructions that may be adopted by the Company from time to time, except that if such policies conflict with the express provisions of this Agreement, then the terms of this Agreement will govern. (f) During my Employment: (1) I will devote my full productive time, ability and attention and my best efforts to the business of the Company; (2) I will not engage, directly or indirectly, in the planning, operation or management of any activity competitive with the Company’s interests; (3) I will not otherwise engage in any activity in conflict with the Company’s interests; and (4) I will not work on a full- or part-time or independent-contracting basis for any other Person without the prior written consent of the Company. (e) Subject to any obligation of confidentiality that I may have to former employers, I will make available to the Company any and all information of which I have knowledge and which I have a reasonable belief is or would be relevant to the Company's business. 2.2 Compensation and Benefits. (a) For all the services rendered by me to any BindView Company during my Employment, and for so long as I remain employed by the Company, I will receive the compensation offered to and accepted by me, less withholding required by law or agreed to by me, payable in installments at such times as the Company customarily pays its other employees (but in any event no less often than monthly).

2 (b) I will be entitled to participate in any group medical, dental, disability, and life insurance plans, 401(k) plans, pension or profit-sharing plans, stock option plans, and similar benefits, if any, that may be offered by the Company. I also understand that some or all of these benefits may change or be eliminated at the sole discretion of the Company. (c) In addition to the compensation and benefits referred to above, I may receive bonus compensation at such intervals and frequency as shall be determined appropriate in the sole discretion of the Company, and the Company will not be obligated to me for any bonus compensation not otherwise so authorized. I understand that I must be employed at the time the bonus is authorized in order to be eligible for a bonus. (d) I will be entitled to vacations of a duration consistent with the Company’s policies as promulgated from time to time. (e) I alone, and not the Company, will be responsible for the payment of all taxes required by applicable law in respect of the payments to be made and benefits to be provided under this Agreement or otherwise (except to the extent withheld by the Company). (f) I will be reimbursed for reasonable business expenses incurred by me in connection with my Employment in accordance with current travel policies (or as they may be modified in the future) and applicable tax-authority guidelines. (g) The compensation and other benefits described in this Section Compensation and Benefits. represent all compensation and benefits to which I am entitled. (h) Except as may be otherwise provided by applicable law, the Company is authorized to withhold, from cash compensation or other payment of any kind, if any, which I may be due, any past-due amounts, of any kind, that I owe to the Company, if any. 2.3 At-Will Employment; Termination. (a) This subparagraph (a) will apply to the greatest extent not prohibited by applicable law unless expressly provided otherwise in a separate written agreement executed by me and by an officer of the Company at the vice-president level or higher. (1) I will be an “at-will” employee during the entire time of my Employment. (2) Either the Company or I can terminate my Employment at any time, for any reason, with cause (sometimes referred to as “for cause”) or without cause. (3) If I resign from my Employment effective after a stated notice period, the Company may in its discretion waive the notice period, in which case my Employment will end immediately upon such waiver. (b) If my Employment is terminated for any reason, I will be entitled only to my earned compensation, as well as any other benefits earned and due to me prior to termination, and the Company will then have no further obligations to me except as may be expressly provided otherwise in this Agreement or in a separate authorized written agreement with the Company. (c) Termination of my Employment for any reason will not affect the continued enforceability of this Agreement. (d) After my Employment, I will not represent myself as being connected with or employed by the Company, nor with or by any other BindView Company unless I am in fact so connected or employed. 2.4 Company Policies; Employee Manuals. (a) The Company may in its sole discretion establish, amend, maintain and distribute (including but not limited to publication on an internal Web site) policies, employee manuals and/or personnel policy manuals. I will adhere to and follow all rules, regulations and policies of the Company set forth in these policies and manuals as they now exist or may hereafter be amended or modified. I understand and agree that these policies and manuals are not part of the contractual terms of this Agreement and do not constitute a separate contract, but instead are only general policies and guidelines of the Company’s employees. (b) If the Company does not establish its own such policies, manuals, etc., but BindView does so, then for purposes of this Agreement, the BindView policies, manuals, etc., will be deemed to be adopted by the Company to the greatest extent that such adoption is (i) consistent with this Agreement and (ii) consistent with, but only to the extent consistent with, applicable law.

BINDVIEW EMPLOYMENT AGREEMENT 93.3572 PAGE 3 ARTICLE 3. PROPRIETARY RIGHTS 3.1 Ownership of Intellectual Property. (a) The Designated Owner will be the sole owner of any and all BindView Inventions that I may make, and any BindView Materials that I may create, during my Employment; the same will be a “work made for hire” to the greatest extent permitted by applicable law. (b) I will promptly disclose to the Designated Owner, without additional compensation, any such BindView Invention and BindView Materials. I will assist the Designated Owner, at the Designated Owner’s expense, in protecting any intellectual property rights that may be available anywhere in the world for BindView Inventions and BindView Materials, including but not limited to signing U.S. or foreign patent applications, copyright registration applications, oaths or declarations relating to such patent- or copyright-registration applications, assignments of ownership of such applications, and similar documents. (c) To the extent that I retain any so-called “moral rights” or similar rights in a BindView Invention or in any BindView Materials as a matter of law, I authorize all BindView Companies and their licensees: (i) to make any desired changes to any part of that BindView Invention or BindView Materials; (ii) to combine any such part with other materials; and (iii) to withhold my identity in connection with any business operations relating to that BindView Invention or BindView Materials; in any case without additional compensation or payments to me. 3.2 Obligation of Confidence. (a) I will not disclose to anyone, directly or indirectly, nor will I use, any Confidential Information of any BindView Company, either during or after my Employment, and regardless of whether the noncompetition restrictions of Section Noncompetition Covenant. remain in effect, except as required in the course of my Employment or with the prior written consent of the Company. (b) Both during and after my Employment, I will not disclose to anyone, directly or indirectly, nor will I use, any Confidential Information of a BindView business partner that is disclosed to a BindView Company under an obligation of confidence, except as directed by the Company or with the prior consent of the owner of the Confidential Information. (c) Notwithstanding subparagraphs (a) and (b), I may disclose Confidential Information if, and to the extent, required by legal process (e.g., a subpoena), provided that I notify the Company immediately upon receiving or becoming aware of the legal process in question. (d) I will strictly adhere to any obligations that I may have to former employers insofar as my use or disclosure of their confidential information is concerned. I represent that to the best of my knowledge, my Employment duties for the Company will not violate any such obligation. I will promptly advise the Company’s management if it appears to me that my Employment duties may call for me to use confidential information of a former employer or any other Person to which I have an obligation of confidence. 3.3 Return of BindView Materials, etc. Upon any termination of my Employment for any reason, I will preserve intact and immediately deliver to the Company all originals and all copies of all BindView Materials, as well as all other property of any BindView Company, that are in my possession, custody, or control. I will not remove or assist in removing any BindView Materials or other property of any BindView Company from such company’s premises under any circumstances, either during my Employment or after its termination, except in the course of my Employment or with the prior written consent of the Company. 3.4 Noncompetition Covenant. (a) The Company agrees to provide me, during my Employment, with on-going access to pre-existing and new Confidential Information commensurate with my duties, including but not limited to access to appropriate portions of the Company’s computer network. To aid in the protection of the Company’s legitimate interests in such Confidential Information, I agree that, beginning on the date that the Company first provides me with such access in any form, and ending on the date set forth 4 in subparagraph (d), unless the Company in its sole discretion gives its prior written consent, I will not, directly or indirectly, (1) participate, for myself or on behalf of any other Person, in any business that competes with any BindView Business anywhere in the world, where my Employment materially related to such BindView Business during my Employment; (2) without limiting clause (1), entice, induce or encourage any customer or prospective customer of any BindView Company to transfer or remove its business from such BindView Company if I had any material involvement with such business while I was employed by any BindView Company; (3) interfere, directly or indirectly, with the relationship between any BindView Company and its employees by inducing any such employee to terminate his or her employment, whether or not such employee would thereby breach his or her employment agreement with such BindView Company; (4) solicit for employment, directly or indirectly, on behalf of myself or any other Person, any employee of any of the BindView Companies; or (5) induce or assist any other Person to engage in any of the activities described in subparagraphs (i) through (iii). (b) I acknowledge that the Company would not permit me to have or to continue to have access to Confidential Information without my agreement to the restrictions in subparagraph (a). (c) If I have never been provided with any such access in any way at the time my Employment is terminated (including but not limited to never having been provided access to an email account or other access to a computer network of any BindView Company), then I will be automatically released from the restrictions in subparagraph (a). Such release will be my EXCLUSIVE REMEDY for any actual or alleged breach of this Agreement by the Company in not providing me with such access. (d) If I violate the restrictions set forth in subparagraph (a), and the Company brings a legal action for injunctive or other relief, the Company shall not be deprived of the benefit of those restrictions. Accordingly, the restrictions in subparagraph (a) will end six (6) months after the later of (i) the date of termination of my Employment for any reason, and (ii) the date of entry by a court of competent jurisdiction of a final judgment enforcing the restrictions in subparagraph (a), as written or as modified by the court. (e) The Company will not unreasonably withhold its consent to my taking a job at a publicly-traded corporation that competes with one or more of the BindView Companies, but only if, before starting the new job, I provide the Company with a document reasonably satisfactory to the Company, signed by both me and such corporation, containing (i) a written description of my duties in the new job, and (ii) specific assurances that in the new job I will neither use nor disclose trade secrets and/or confidential information of any BindView Company. (f) I may acquire a direct or indirect ownership interest of not more than 5% of the outstanding securities of any corporation which is engaged in activities prohibited by subparagraph (a) which is listed on any recognized securities exchange or traded in the over-the-counter market in the United States, provided that such investment is of a totally passive nature and does not involve my devoting time to the management or operations of such corporation. (g) If a Tribunal determines that any of the restrictions set forth in subparagraph (a) is unreasonably broad or otherwise unenforceable under applicable law, then (i) such determination shall be binding only within the geographical jurisdiction of the Tribunal, and (ii) the restriction will not be terminated or rendered unenforceable, but instead will be reformed (solely for enforcement within the geographical jurisdiction of the Tribunal) to the minimum extent required to render it enforceable.

ARTICLE 4. ADMINISTRATIVE PROVISIONS 4.1 Assignment. (a) All of the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that my duties and responsibilities under this Agreement are of a personal nature and will not be assignable or delegable by me in whole or in part.

BINDVIEW EMPLOYMENT AGREEMENT 93.3572 PAGE 5 (b) If I change jobs from one BindView Company to another, this Agreement shall be deemed automatically assigned by the first BindView Company to the other BindView Company. 4.2 Severability. If a Tribunal determines that any provision of this Agreement, or its application to anyone or under any circumstances, is invalid or unenforceable and declines to reform such provision, then for purposes of the dispute being decided by the Tribunal, such provision(s) shall be deemed struck from this Agreement and the remainder of this Agreement shall be fully enforced. Such invalidity or unenforceability shall not affect any other provision of this Agreement which can be given effect without the struck provision and will not invalidate or render unenforceable such provision in any other jurisdiction. 4.3 Injunction. I agree that if I materially violate this Agreement, it would result in irreparable harm to one or more of the BindView Companies and (notwithstanding the provisions in this Agreement requiring arbitration of disputes) will entitle the Company, BindView, or both, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued violation or directing that I comply with this Agreement. Such right to an injunction shall be in addition to, and not in lieu of, any other remedies to which the Company or BindView may show itself to be entitled. 4.4 Remedies. Except as otherwise provided herein, each remedy provided in this Agreement shall be in addition to any other remedy provided by this Agreement or by applicable law. 4.5 No Waiver. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions. 4.6 Notices. All notices and statements with respect to this Agreement must be in writing; notices to the Company will be delivered to my supervisor at the Company, with a copy to the Company’s corporate counsel or its human- resources manager; notices to me may be delivered to me in person or sent to me at my then-current home address as indicated in the Company’s payroll records. 4.7 Personnel-Related Data. (a) I hereby agree that the Company may hold computer records and personnel files relating me. These may include, but are not limited to, my employment application, references, bank details, performance appraisals, holiday and sickness records, salary reviews and remuneration details and other records, (which may, where necessary, include sensitive data relating to my health, and data held for ethnic monitoring purposes). The Company requires such personal data for personnel administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. I will have a right of access to this data as prescribed by applicable law. (b) I agree that the Company may process personal data relating to me for personnel administration and management purposes, and may, when necessary for those purposes, make such data available to its advisors, to parties providing products and/or services to the Company (such as IT systems suppliers, pension, benefits and payroll administrators), to regulatory authorities (including tax authorities) and as required by law. Further, I agree that the Company may transfer such data to and from any BindView Company including any BindView Company located outside the European Economic Area. 4.8 Entire Agreement; Country-Specific Variations; Amendments. (a) This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, or warranties of any kind, and I am not relying on any representation by any BindView Company, concerning the same, except as expressly set forth in this Agreement. (b) If the Company is a Non-U.S. Company, the country-specific addendum signed by the parties, if any, will be deemed part of this Agreement and will take precedence over any inconsistent provision(s) in this document. (c) Any amendment or modification of this Agreement must be in writing and signed by me and by an authorized officer of the Company at the vice-president level or higher; any other attempt to amend or modify this Agreement, orally or in writing, will be void. 6 4.9 Governing Law. Except as may be stated in a country-specific addendum, this Agreement and its interpretation, validity, performance, and enforcement will be governed under the laws of the United States of America and of the State of Texas as applied to contracts made and carried out in Texas by residents of Texas. 4.10 Mandatory Arbitration. (a) Except to the extent affirmatively prohibited by applicable law or as otherwise agreed in writing between the parties, any dispute, controversy or claim that in any way arises out of or relates to this Agreement or my Employment will be submitted to binding English-language arbitration in the city of the Company’s office in which I am principally employed, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect on the date of the demand for arbitration (see http://www.adr.org). (b) Notwithstanding subparagraph (a), to protect Inventions or Confidential Information, or other proprietary rights, the Company may seek temporary or preliminary injunctive relief in a court of competent jurisdiction without waiving its right to arbitration. (c) Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 4.11 Other. (a) This Agreement will remain in full force and effect after any termination of my Employment. (b) The Section headings of this Agreement are for convenience only and shall not define, limit, or expand the provisions hereof. (c) This Agreement may be executed in several counterparts, each of which is an original. (d) Each BindView Company other than the Company shall be deemed a third-party beneficiary of this Agreement. (e) I represent that I have no obligations, contractual or otherwise, inconsistent with my obligations set forth in this Agreement. (f) I represent that all of my responses to any requests, by or on behalf of the Company, for information or documents, in connection with my application for employment with the Company, are truthful and complete. (g) I agree that if my Employment is terminated for any reason, I will participate in an exit interview with the Company’s management and will provide management with such information as may be reasonably requested about my reasons for leaving, my future employment plans, and any BindView Inventions and/or BindView Materials that I may have created or may have in my possession. Section Noncompetition Covenant. of this Agreement contains a covenant restricting my ability to work for a competitor of a BindView Company after leaving the Company. Section Mandatory Arbitration. of this Agreement contains provisions requiring mandatory arbitration of certain disputes and thus waiving any right to trial by jury. By signing this Agreement, I acknowledge that: I have read the entire Agreement; I have received a copy of it; I have had the opportunity to ask questions and/or to consult my attorney or other advisor about its terms; and I agree to be bound by it.

READ, UNDERSTOOD, AND AGREED TO:

______Employee signature

______Employee printed name

______Date

COMPANY (check one):

BINDVIEW EMPLOYMENT AGREEMENT 93.3572 PAGE 7  BindView Corporation  BindView Development  BindView Australia Pty S.A.R.L. [France] Limited  BindView India Private  BindView Deutschland Limited GmbH  BindView UK Ltd. by:

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