1993 Directors Stock Option Plan - VERITAS Software Corp.


                          VERITAS SOFTWARE CORPORATION

                        1993 DIRECTORS STOCK OPTION PLAN

 As Adopted October 1, 1993, Amended January 26, 1994, Amended October 19, 1994,
           Amended April 20, 1995 and Amended Through April 17, 1996*


         1. PURPOSE. This Stock Option Plan (this 'Plan') is established to
provide equity incentives for nonemployee members of the Board of Directors of
VERITAS Software Corporation (the 'Company') who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

         2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective
on the date that it is adopted by the Board of Directors (the 'Board') of the
Company. This Plan shall be approved by the affirmative vote or written consent
of the holders of a majority of the outstanding shares of Common Stock of the
Company, within twelve months after the date this Plan is adopted by the Board.
Upon the effective date of this Plan, options under this Plan ('Options') may be
granted provided that, in the event that shareholder approval is not obtained
within the time period provided herein, this Plan, and all Options granted
hereunder, shall terminate. No Option that is issued as a result of any increase
in the number of shares authorized to be issued under this Plan shall be
exercised prior to the time such increase has been approved by the shareholders
of the Company and all such Options granted pursuant to such increase shall
similarly terminate if such shareholder approval is not obtained. So long as the
Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended, (the 'Exchange Act') the Company will comply with the requirements of
Rule 16b-3 with respect to shareholder approval.

         3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall
be nonqualified stock options ('NQSOs'). The shares of stock that may be
purchased upon exercise of Options granted under this Plan (the 'Shares') are
shares of the Common Stock of the Company.

         4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan is 150,000 Shares, subject to
adjustment as provided in this Plan. If any Option is terminated for any reason
without being exercised in whole or in part, the Shares thereby released from
such Option shall be available for purchase under other Options subsequently
granted under this Plan. At all times during the term of this Plan, the Company
shall reserve and keep available such number of Shares as shall be required to
satisfy the requirements of outstanding Options under this Plan.

--------

* Shares are as adjusted for the three for two share split effective September
30, 1996.

         5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the 'Committee'). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any Option or any Shares purchased pursuant to
an Option.

         6. ELIGIBILITY AND AWARD FORMULA.

                6.1 Eligibility. Options may be granted only to directors of the
Company who are not employees of the Company or any Parent, Subsidiary or
Affiliate of the Company, as those terms are defined in Section 17 below (each
an 'Optionee'). Directors who are consultants and independent contractors of the
Company or of any Parent, Subsidiary or Affiliate of the Company are eligible to
participate in the Directors Plan.

                6.2 Initial Grant. Each Optionee who is first elected or
reelected to the Board after the effective date of the Company's registration
statement (the 'Registration Statement') filed with, and declared effective by,
the Securities and Exchange Commission (the 'SEC') under the Securities Act of
1933, as amended (the '1933 Securities Act') (to occur no later than December
31, 1993) will automatically be granted an option for 24,000 Shares on the later
of (i) the date such Optionee is first elected or reelected to the Board or (ii)
the date his or her most recent prior option becomes fully vested as to all
Shares (whether such option was granted under this Plan, the Company's 1993
Equity Incentive Plan or otherwise) (the 'Initial Grant').

                6.3 Succeeding Grants. Effective beginning January 1, 1997, each
year on the anniversary date of his or her most recent prior option (whether
such option was granted under this Plan, the Company's 1993 Equity Incentive
Plan or otherwise) Optionee will automatically be granted an Option for 6,000
Shares, provided that Optionee is still a member of the Board (a 'Succeeding
Grant').

                6.4 Maximum Shares. The maximum number of Shares that may be
issued to any one director under this Plan is 48,000. No grant will be made,
however, if such grant will cause the number of Shares issued or subject to
outstanding Options under this Plan to exceed the number specified in Section 4
above.

         7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:

                7.1 Form of Option Grant. Each Option granted under this Plan
shall be evidenced by a written Stock Option Grant ('Grant') in such form (which
need not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.


                                      -2-

                7.2 Vesting. The date an Optionee is first elected or reelected
to the Board for the first time, as to the Initial Grant, and the date a
Succeeding Grant is granted, is referred to in this Plan as the 'Start Date' for
such Option. Each Initial Grant will vest as to 1,500 Shares subject to it on
the last day of each calendar quarter (not to exceed 6,000 Shares per year);
provided that Optionee attended at least one Board meeting during such quarter
and provided further that the Board meeting Optionee attended occurred after the
date of grant. Each Succeeding Grant shall vest as to 375 Shares subject to it
on the last day of each calendar quarter (not to exceed 1,500 Shares per year)
provided that Optionee attended at least one Board meeting during such quarter
and provided further that the Board meeting Optionee attended occurred after the
date of grant. Initial Grants granted on or after April 17, 1996 and Succeeding
Grants shall be exercisable immediately upon grant for a period of ten years.
Exercised unvested Shares shall be subject to a right of repurchase in the
Company at the original purchase price that lapses as such Shares vest. Each
Option will fully vest as to any Shares that remain unvested on the day
immediately preceding the tenth anniversary of the Start Date of such Option.
Each outstanding Option shall be exercisable and vest in accordance with the
Grant by which it was originally granted.

                7.3 Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17.4) of the Shares, at the time that
the Option is granted.

                7.4 Termination of Option. Except as provided below in this
Section , this Option shall terminate and may not be exercised if Optionee
ceases to be a member of the Board or a consultant of the Company. The date on
which Optionee ceases to be a member of the Board or a consultant of the Company
shall be referred to as the 'Termination Date.'

                      (a) Termination Generally. If Optionee ceases to be a
member of the Board or a consultant of the Company for any reason except death
or disability, this Option, to the extent (and only to the extent) that it would
have been exercisable by Optionee on the Termination Date, may be exercised by
Optionee within six (6) months after the Termination Date, but in no event later
than the Expiration Date.

                      (b) Death or Disability. If Optionee ceases to be a member
of the Board or a consultant of the Company because of the death of Optionee or
the disability of Optionee within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, (the 'Code') this Option, to the
extent (and only to the extent) that it would have been exercisable by Optionee
on the Termination Date, may be exercised by Optionee (or Optionee's legal
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.

         8. EXERCISE OF OPTIONS.

                8.1 Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Committee, stating
the number of Shares being purchased, the restrictions imposed on the Shares and
such representations and agreements regarding the Optionee's investment intent
and access to information as may be required by 


                                      -3-

the Company to comply with applicable securities laws, together with payment in
full of the exercise price for the number of Shares being purchased.

                8.2 Payment. Payment for the Shares may be made (a) in cash or
by check; (b) by surrender of shares of Common Stock of the Company that have
been owned by Optionee for more than six (6) months (and which have been paid
for within the meaning of SEC Rule 144 and, if such shares were purchased from
the Company by use of a promissory note, such note has been fully paid with
respect to such shares) or were obtained by the Optionee in the open public
market, having a Fair Market Value equal to the exercise price of the Option;
(c) by waiver of compensation due or accrued to Optionee for services rendered;
(d) provided that a public market for the Company's stock exists, through a
'same day sale' commitment from Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (a 'NASD Dealer') whereby
Optionee irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; (e) provided that a public market for the Company's
stock exists, through a 'margin' commitment from Optionee and a NASD Dealer
whereby Optionee irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the exercise price, and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (f) by any combination of the
foregoing.

                8.3 Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, Optionee shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.

                8.4 Limitations on Exercise. Notwithstanding the exercise
periods set forth in the Grant, exercise of an Option shall always be subject to
the following limitations:

                      (a) An Option shall not be exercisable until such time as
the Plan or, in the case of Options granted pursuant to an amendment to the
number of shares that may be issued pursuant to the Plan, the amendment has been
approved by the shareholders of the Company in accordance with Section 16
hereof.

                      (b) An Option shall not be exercisable unless such
exercise is in compliance with the 1933 Securities Act and all applicable state
securities laws, as they are in effect on the date of exercise.

                      (c) The Committee may specify a reasonable minimum number
of Shares that may be purchased on any exercise of an Option, provided that such
minimum number will not prevent Optionee from exercising the full number of
Shares as to which the Option is then exercisable.


                                      -4-

         9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of Optionee, an
Option shall be exercisable only by Optionee or by Optionee's guardian or legal
representative, unless otherwise permitted by the Committee. No Option may be
sold, pledged, assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent and distribution.

         10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a shareholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial statements of the Company, at such time
after the close of each fiscal year of the Company as they are released by the
Company to its shareholders.

         11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan, the maximum number of Shares
that can be granted to a director and the number of Shares subject to
outstanding Options, the number of Shares vesting per quarter and the exercise
price per Share of such Options shall be proportionately adjusted, subject to
any required action by the Board or shareholders of the Company and compliance
with applicable securities laws; provided, however, that no certificate or scrip
representing fractional shares shall be issued upon exercise of any Option and
any resulting fractions of a Share shall be ignored.

         12. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue as a director
or a consultant of the Company.

         13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the 1933 Securities Act, any required approval by the
Commissioner of Corporations of the State of California, compliance with all
other applicable state securities laws and compliance with the requirements of
any stock exchange or national market system on which the Shares may be listed.
The Company shall be under no obligation to register the Shares with the
Securities and Exchange Commission or to effect compliance with the registration
or qualification requirement of any state securities laws, stock exchange or
national market system.

         14. ASSUMPTION OF OPTIONS BY SUCCESSORS. In the event of a dissolution
or liquidation of the Company, a merger in which the Company is not the
surviving corporation, the sale of substantially all of the assets of the
Company, or any other transaction which qualifies as a 'corporate transaction'
under Section 424 of the Code wherein the shareholders of the Company give up
all of their equity interest in the Company (except for the acquisition of all


                                      -5-

or substantially all of the outstanding shares of the Company) the vesting of
all options granted pursuant to the Plan will accelerate and the options will
become exercisable in full prior to the consummation of such event at such times
and on such conditions as the Committee determines.

         15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan but not the terms of any outstanding option;
provided, however, that the Committee shall not, without the approval of the
shareholders of the Company, increase the total number of Shares available under
this Plan (except by operation of the provisions of Sections 4 and 11 above) or
change the class of persons eligible to receive Options. Further, the provisions
in Sections 6 and 7 of this Plan shall not be amended more than once every six
(6) months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act or the rules thereunder. In any case, no
amendment of this Plan may adversely affect any then outstanding Options or any
unexercised portions thereof without the written consent of Optionee.

         16. TERM OF PLAN. Options may be granted pursuant to this Plan from
time to time within a period of ten (10) years from the date this Plan is
adopted by the Board of Directors.

         17. CERTAIN DEFINITIONS. As used in this Plan, the following terms
shall have the following meanings:

                17.1 'Parent' means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

                17.2 'Subsidiary' means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the time
of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

                17.3 'Affiliate' means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where 'control' (including
the terms 'controlled by' and 'under common control with') means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

                17.4 'Fair Market Value' shall mean the fair market value of the
Shares as determined by the Committee from time to time in good faith. If a
public market exists for the Shares, the Fair Market Value shall be the average
of the last reported bid and asked prices for the common stock of the Company on
the last trading day prior to the date of 


                                      -6-

determination, or, in the event the common stock of the Company is listed on the
Nasdaq National Market, the Fair Market Value shall be the average of the high
and low prices of the common stock on the option grant date as quoted on the
Nasdaq National Market and reported in The Wall Street Journal.


                                      -7-

                          VERITAS SOFTWARE CORPORATION

                    DIRECTORS NONQUALIFIED STOCK OPTION GRANT


Optionee:                                ______________________________________

Address:                                 ______________________________________
                                         ______________________________________

Total Shares Subject to Option:          ______________________________________

Exercise Price Per Share:                ______________________________________

Date of Grant:                           ______________________________________

Expiration Date:                         ______________________________________


         1. GRANT OF OPTION. VERITAS SOFTWARE CORPORATION, a California
corporation (the 'Company'), has granted to the optionee named above
('Optionee') an option (this 'Option') to purchase the total number of shares of
Common Stock of the Company set forth above (the 'Shares') at the exercise price
per share set forth above (the 'Exercise Price'), subject to all of the terms
and conditions of this Grant and the Company's 1993 Directors Stock Option Plan,
as amended through April 20, 1995 (the 'Plan'). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in the
Plan.

         2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of
the Plan and this Grant, this Option shall be exercisable as it vests. Subject
to the terms and conditions of the Plan and this Grant, this Option shall vest
as to 1,000 Shares subject to it on the last day of each calendar quarter (not
to exceed 4,000 Shares per year); provided that Optionee attended at least one
Board meeting during such quarter and provided further that the Board meeting
Optionee attended occurred after the date of grant. This Option shall be
exercisable as it vests for a period of ten years and will fully vest as to any
Shares that remain unvested on the day immediately preceding the tenth
anniversary of the Start Date of such Option. This Option may not be exercised
until the Plan, or in the case of Options granted pursuant to an amendment to
the number of shares that may be issued under the Plan, the amendment has been
approved by the shareholders of the Company as set forth in the Plan.

         3. RESTRICTION ON EXERCISE. This Option may not be exercised unless
such exercise is in compliance with the 1933 Securities Act, and all applicable
state securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the Securities and Exchange Commission (the 'SEC'), any state
securities commission or any stock exchange or national market system to effect
such compliance.

         4. TERMINATION OF OPTION. Except as provided below in this Section ,
this Option shall terminate and may not be exercised if Optionee ceases to be a
Board Member or a consultant of the Company. The date on which Optionee ceases
to be a Board Member or a consultant of the Company shall be referred to as the
'Termination Date.'

                4.1 Termination Generally. If Optionee ceases to be a Board
Member or a consultant of the Company for any reason except death or disability,
this Option, to the extent (and only to the extent) that it would have been
exercisable by Optionee on the Termination Date, may be exercised by Optionee
within six (6) months after the Termination Date, but in no event later than the
Expiration Date.

                4.2 Death or Disability. If Optionee ceases to be a Board Member
or a consultant of the Company because of the death of Optionee or the
disability of Optionee within the meaning of Section 22(e)(3) of the Code, this
Option, to the extent (and only to the extent) that it would have been
exercisable by Optionee on the Termination Date, may be exercised by Optionee
(or Optionee's legal representative) within twelve (12) months after the
Termination Date, but in no event later than the Expiration Date.

         5. MANNER OF EXERCISE.

                5.1 Exercise Agreement. This Option shall be exercisable by
delivery to the Company of an executed written Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, or in such other form as may
be approved by the Board or the committee thereof that administers the Plan,
which shall set forth Optionee's election to exercise some or all of this
Option, the number of Shares being purchased, any restrictions imposed on the
Shares and such other representations and agreements as may be required by the
Company to comply with applicable securities laws.

                5.2 Payment. Payment for the Shares may be made (a) in cash or
by check; (b) by surrender of shares of Common Stock of the Company that have
been owned by Optionee for more than six (6) months (and which have been paid
for within the meaning of SEC Rule 144 and, if such shares were purchased from
the Company by use of a promissory note, such note has been fully paid with
respect to such shares) or were obtained by Optionee in the open public market,
having a Fair Market Value equal to the exercise price of the Option; (c) by
waiver of compensation due or accrued to Optionee for services rendered; (d)


                                      -2-

provided that a public market for the Company's stock exists, through a 'same
day sale' commitment from Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an 'NASD Dealer') whereby Optionee
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the exercise price and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the exercise price directly to
the Company; (e) provided that a public market for the Company's stock exists,
through a 'margin' commitment from Optionee and an NASD Dealer whereby Optionee
irrevocably elects to exercise the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; or (f) by any combination of the foregoing.

                5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.

                5.4 Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative.

         6. NONTRANSFERABILITY OF OPTION. During the lifetime of Optionee, an
Option shall be exercisable only by Optionee or by the Optionee's guardian or
legal representative, unless otherwise permitted by the Committee. No Option may
be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution.

         7. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Company's Board of
Directors or the committee thereof that administers the Plan, which shall review
such dispute at its next regular meeting. The resolution of such a dispute by
the Board or committee shall be final and binding on the Company and on
Optionee. Nothing in the Plan or this Grant shall confer on Optionee any right
to continue as a Board Member, employee, officer or consultant of the Company.


                                      -3-

         8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise
Agreement are incorporated herein by this reference. This Grant, the Plan and
the Directors Stock Option Exercise Agreement constitute the entire agreement of
the parties hereto and supersede all prior undertakings and agreements with
respect to the subject matter hereof.


                               VERITAS SOFTWARE CORPORATION


                               By:  ____________________________________________

                               Name: ___________________________________________

                               Title:  _________________________________________



                                   ACCEPTANCE

         Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and this
Grant. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that Optionee should
consult a qualified tax advisor prior to such exercise or disposition.



                               _________________________________________________
                                                   Optionee


                                      -4-

                                    EXHIBIT A

                          VERITAS SOFTWARE CORPORATION


                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT



         This Agreement is made this ___ day of ____________, 19___ between
VERITAS Software Corporation (the 'Company'), and the optionee named below
('Optionee') with respect to the Directors Nonqualified Stock Option Grant dated
as of the Date of Option Grant set forth below (the 'Grant') issued to Optionee
under the Company's 1993 Directors Stock Option Plan (the 'Plan').


Optionee:                                _______________________________________

Social Security Number:                  _______________________________________

Address:                                 _______________________________________
                                         _______________________________________

Number of Shares Purchased:              _______________________________________

Price per Share:                         _______________________________________

Aggregate Purchase Price:                _______________________________________

Date of Option Grant:                    _______________________________________


Optionee hereby delivers to the Company the Aggregate Purchase Price, to the
extent permitted in the Grant, as follows (check as applicable and complete):

[ ]      in cash or check in the amount of $_________, receipt of which is
         acknowledged by the Company;

[ ]      by delivery of ________ fully-paid, nonassessable and vested shares of
         the Common Stock of the Company owned by Optionee for at least six (6)
         months prior to the date hereof (and which have been paid for within
         the meaning of SEC Rule 144), or obtained by Optionee in the open
         public market, and owned free and clear of all liens, claims,
         encumbrances or security interests, valued at the current Fair Market
         Value of $______ per share;

[ ]      by the waiver hereby of compensation due or accrued to Optionee for
         services rendered in the amount of $______________;

[ ]      through a 'same-day-sale' commitment, delivered herewith, from Optionee
         and the NASD Dealer named therein in the amount of $____________; or

[ ]      through a 'margin' commitment, delivered herewith from Optionee and the
         NASD Dealer named therein in the amount of $______________.

The Company and Optionee hereby agree as follows:

         1. PURCHASE OF SHARES. On this date and subject to the terms and
conditions of this Agreement, Optionee hereby exercises the Grant with respect
to the Number of Shares Purchased set forth above of the Company's Common Stock
(the 'Shares') at an aggregate purchase price equal to the Aggregate Purchase
Price set forth above and the Price per Share set forth above. The term 'Shares'
refers to the Shares purchased under this Agreement and includes all securities
received in replacement of the Shares and as a result of stock dividends or
stock splits in respect of the Shares. Capitalized terms used herein that are
not defined herein have the definitions ascribed to them in the Plan or the
Grant.

         2. REPRESENTATIONS OF PURCHASER. Optionee represents and warrants to
the Company that Optionee acknowledges that Optionee has received, read and
understood the Plan and the Grant and agrees to abide by and be bound by their
terms and conditions.

         3. COMPLIANCE WITH SECURITIES LAWS. Optionee understands that the
Shares have been, or are expected to be, registered on Form S-8 under the 1933
Securities Act.

         4. STOP-TRANSFER NOTICES. Optionee understands and agrees that, in
order to ensure compliance with the restrictions referred to herein, the Company
may issue appropriate 'stop-transfer' instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.

         5. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF
THE SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE. IN PARTICULAR, OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED
WITH OPTIONEE'S TAX ADVISORS CONCERNING THE ADVISABILITY OF FILING A SECTION
83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE.


                                      -2-

         6. ENTIRE AGREEMENT. The Plan and Grant are incorporated herein by
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law
pertaining to conflict of laws.

         7.     TITLE.  Optionee desires to take title to the Shares as follows:

                (   ) Individual, as separate property
                (   ) Husband and wife, as community property
                (   ) Joint Tenants
                (   ) Tenants in Common
                (   ) Other (e.g., corporation, partnership, custodian, trust, 
                      etc.):____________________________________________________
                      __________________________________________________________

The exact spelling of name(s) under which title to the Shares is to be taken 
is:_____________________________________________________________________________



Submitted by:                             Accepted by:


OPTIONEE:______________________________   VERITAS SOFTWARE CORPORATION
               (print name)

_______________________________________   By:___________________________________
               (signature)

Dated: ________________________________   Dated:________________________________


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