1997 Chief Executive Officer Compensation Plan - VERITAS Software Corp.


VERITAS 1997 CHIEF EXECUTIVE OFFICER COMPENSATION PLAN

The 1997 CEO Annual Compensation Plan shall consist of two components, as
follows:

COMPONENT                           AMOUNT         PAID
Base Salary                                        Regular payroll
EPS Bonus                                          Annually

BASE SALARY

The Base Salary will be earned on a weekly basis. Additionally, the base salary
shall be the basis for calculating life and disability benefits (and any other
such benefits which are base salary driven) which shall be provided consistent
with the standard company benefits policy.

EPS BONUS

The EPS Bonus shall be earned by achieving the earnings per share specified in
the approved operating plan. An earnings per share achievement below 70% of plan
shall not earn any bonus, and at 70% shall earn 50% of bonus. Achievement of
100% of the earnings per share shall earn 100% of the bonus, with any
intermediate achievement between 70% and 100% earning a proportional amount of
the bonus. At an earnings per share of 130% of plan 150% of bonus will be
earned, with any intermediate achievement between 100% and 130% earning a
proportional amount. In the event that the board of directors approves a mid
year update, than the annual earnings per share objective shall be the sum of
the first two quarters as specified in the original plan, and the second two
quarters as specified in the mid-year update.

PAYMENTS

The compensation committee of the board of directors shall be responsible for
assessing and awarding payment for the EPS Bonus. In order to be eligible to
receive the bonus, the individual must be employed by Veritas at the time of
payment. Bonus payments shall be made not later than January 31, 1998.

DISCRETION OF THE BOARD OF DIRECTORS

Notwithstanding the above, the Company's board of directors, at its sole
discretion, may, for reasonable cause, modify or change this Plan or its
implementation at any time.

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for Veritas                Date         Mark Leslie            Date