{"id":38202,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-directors-stock-option-plan-veritas-software-cor2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-directors-stock-option-plan-veritas-software-cor2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-directors-stock-option-plan-veritas-software-cor2.html","title":{"rendered":"1993 Directors Stock Option Plan &#8211; VERITAS Software Corp."},"content":{"rendered":"<pre>\n                          VERITAS SOFTWARE CORPORATION\n\n                        1993 DIRECTORS STOCK OPTION PLAN\n\n As Adopted October 1, 1993, Amended January 26, 1994, Amended October 19, 1994,\n           Amended April 20, 1995 and Amended Through April 17, 1996*\n\n\n         1. PURPOSE. This Stock Option Plan (this 'Plan') is established to\nprovide equity incentives for nonemployee members of the Board of Directors of\nVERITAS Software Corporation (the 'Company') who are described in Section 6.1\nbelow, by granting such persons options to purchase shares of stock of the\nCompany.\n\n         2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective\non the date that it is adopted by the Board of Directors (the 'Board') of the\nCompany. This Plan shall be approved by the affirmative vote or written consent\nof the holders of a majority of the outstanding shares of Common Stock of the\nCompany, within twelve months after the date this Plan is adopted by the Board.\nUpon the effective date of this Plan, options under this Plan ('Options') may be\ngranted provided that, in the event that shareholder approval is not obtained\nwithin the time period provided herein, this Plan, and all Options granted\nhereunder, shall terminate. No Option that is issued as a result of any increase\nin the number of shares authorized to be issued under this Plan shall be\nexercised prior to the time such increase has been approved by the shareholders\nof the Company and all such Options granted pursuant to such increase shall\nsimilarly terminate if such shareholder approval is not obtained. So long as the\nCompany is subject to Section 16(b) of the Securities Exchange Act of 1934, as\namended, (the 'Exchange Act') the Company will comply with the requirements of\nRule 16b-3 with respect to shareholder approval.\n\n         3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall\nbe nonqualified stock options ('NQSOs'). The shares of stock that may be\npurchased upon exercise of Options granted under this Plan (the 'Shares') are\nshares of the Common Stock of the Company.\n\n         4. NUMBER OF SHARES. The maximum number of Shares that may be issued\npursuant to Options granted under this Plan is 150,000 Shares, subject to\nadjustment as provided in this Plan. If any Option is terminated for any reason\nwithout being exercised in whole or in part, the Shares thereby released from\nsuch Option shall be available for purchase under other Options subsequently\ngranted under this Plan. At all times during the term of this Plan, the Company\nshall reserve and keep available such number of Shares as shall be required to\nsatisfy the requirements of outstanding Options under this Plan.\n\n--------\n\n* Shares are as adjusted for the three for two share split effective September\n30, 1996.\n\n         5. ADMINISTRATION. This Plan shall be administered by the Board or by a\ncommittee of not less than two members of the Board appointed to administer this\nPlan (the 'Committee'). As used in this Plan, references to the Committee shall\nmean either such Committee or the Board if no committee has been established.\nThe interpretation by the Committee of any of the provisions of this Plan or any\nOption granted under this Plan shall be final and binding upon the Company and\nall persons having an interest in any Option or any Shares purchased pursuant to\nan Option.\n\n         6. ELIGIBILITY AND AWARD FORMULA.\n\n                6.1 Eligibility. Options may be granted only to directors of the\nCompany who are not employees of the Company or any Parent, Subsidiary or\nAffiliate of the Company, as those terms are defined in Section 17 below (each\nan 'Optionee'). Directors who are consultants and independent contractors of the\nCompany or of any Parent, Subsidiary or Affiliate of the Company are eligible to\nparticipate in the Directors Plan.\n\n                6.2 Initial Grant. Each Optionee who is first elected or\nreelected to the Board after the effective date of the Company's registration\nstatement (the 'Registration Statement') filed with, and declared effective by,\nthe Securities and Exchange Commission (the 'SEC') under the Securities Act of\n1933, as amended (the '1933 Securities Act') (to occur no later than December\n31, 1993) will automatically be granted an option for 24,000 Shares on the later\nof (i) the date such Optionee is first elected or reelected to the Board or (ii)\nthe date his or her most recent prior option becomes fully vested as to all\nShares (whether such option was granted under this Plan, the Company's 1993\nEquity Incentive Plan or otherwise) (the 'Initial Grant').\n\n                6.3 Succeeding Grants. Effective beginning January 1, 1997, each\nyear on the anniversary date of his or her most recent prior option (whether\nsuch option was granted under this Plan, the Company's 1993 Equity Incentive\nPlan or otherwise) Optionee will automatically be granted an Option for 6,000\nShares, provided that Optionee is still a member of the Board (a 'Succeeding\nGrant').\n\n                6.4 Maximum Shares. The maximum number of Shares that may be\nissued to any one director under this Plan is 48,000. No grant will be made,\nhowever, if such grant will cause the number of Shares issued or subject to\noutstanding Options under this Plan to exceed the number specified in Section 4\nabove.\n\n         7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to\nSection 6 above:\n\n                7.1 Form of Option Grant. Each Option granted under this Plan\nshall be evidenced by a written Stock Option Grant ('Grant') in such form (which\nneed not be the same for each Optionee) as the Committee shall from time to time\napprove, which Grant shall comply with and be subject to the terms and\nconditions of this Plan.\n\n\n                                      -2-\n\n                7.2 Vesting. The date an Optionee is first elected or reelected\nto the Board for the first time, as to the Initial Grant, and the date a\nSucceeding Grant is granted, is referred to in this Plan as the 'Start Date' for\nsuch Option. Each Initial Grant will vest as to 1,500 Shares subject to it on\nthe last day of each calendar quarter (not to exceed 6,000 Shares per year);\nprovided that Optionee attended at least one Board meeting during such quarter\nand provided further that the Board meeting Optionee attended occurred after the\ndate of grant. Each Succeeding Grant shall vest as to 375 Shares subject to it\non the last day of each calendar quarter (not to exceed 1,500 Shares per year)\nprovided that Optionee attended at least one Board meeting during such quarter\nand provided further that the Board meeting Optionee attended occurred after the\ndate of grant. Initial Grants granted on or after April 17, 1996 and Succeeding\nGrants shall be exercisable immediately upon grant for a period of ten years.\nExercised unvested Shares shall be subject to a right of repurchase in the\nCompany at the original purchase price that lapses as such Shares vest. Each\nOption will fully vest as to any Shares that remain unvested on the day\nimmediately preceding the tenth anniversary of the Start Date of such Option.\nEach outstanding Option shall be exercisable and vest in accordance with the\nGrant by which it was originally granted.\n\n                7.3 Exercise Price. The exercise price of an Option shall be the\nFair Market Value (as defined in Section 17.4) of the Shares, at the time that\nthe Option is granted.\n\n                7.4 Termination of Option. Except as provided below in this\nSection , this Option shall terminate and may not be exercised if Optionee\nceases to be a member of the Board or a consultant of the Company. The date on\nwhich Optionee ceases to be a member of the Board or a consultant of the Company\nshall be referred to as the 'Termination Date.'\n\n                      (a) Termination Generally. If Optionee ceases to be a\nmember of the Board or a consultant of the Company for any reason except death\nor disability, this Option, to the extent (and only to the extent) that it would\nhave been exercisable by Optionee on the Termination Date, may be exercised by\nOptionee within six (6) months after the Termination Date, but in no event later\nthan the Expiration Date.\n\n                      (b) Death or Disability. If Optionee ceases to be a member\nof the Board or a consultant of the Company because of the death of Optionee or\nthe disability of Optionee within the meaning of Section 22(e)(3) of the\nInternal Revenue Code of 1986, as amended, (the 'Code') this Option, to the\nextent (and only to the extent) that it would have been exercisable by Optionee\non the Termination Date, may be exercised by Optionee (or Optionee's legal\nrepresentative) within twelve (12) months after the Termination Date, but in no\nevent later than the Expiration Date.\n\n         8. EXERCISE OF OPTIONS.\n\n                8.1 Notice. Options may be exercised only by delivery to the\nCompany of an exercise agreement in a form approved by the Committee, stating\nthe number of Shares being purchased, the restrictions imposed on the Shares and\nsuch representations and agreements regarding the Optionee's investment intent\nand access to information as may be required by \n\n\n                                      -3-\n\nthe Company to comply with applicable securities laws, together with payment in\nfull of the exercise price for the number of Shares being purchased.\n\n                8.2 Payment. Payment for the Shares may be made (a) in cash or\nby check; (b) by surrender of shares of Common Stock of the Company that have\nbeen owned by Optionee for more than six (6) months (and which have been paid\nfor within the meaning of SEC Rule 144 and, if such shares were purchased from\nthe Company by use of a promissory note, such note has been fully paid with\nrespect to such shares) or were obtained by the Optionee in the open public\nmarket, having a Fair Market Value equal to the exercise price of the Option;\n(c) by waiver of compensation due or accrued to Optionee for services rendered;\n(d) provided that a public market for the Company's stock exists, through a\n'same day sale' commitment from Optionee and a broker-dealer that is a member of\nthe National Association of Securities Dealers (a 'NASD Dealer') whereby\nOptionee irrevocably elects to exercise the Option and to sell a portion of the\nShares so purchased to pay for the exercise price and whereby the NASD Dealer\nirrevocably commits upon receipt of such Shares to forward the exercise price\ndirectly to the Company; (e) provided that a public market for the Company's\nstock exists, through a 'margin' commitment from Optionee and a NASD Dealer\nwhereby Optionee irrevocably elects to exercise the Option and to pledge the\nShares so purchased to the NASD Dealer in a margin account as security for a\nloan from the NASD Dealer in the amount of the exercise price, and whereby the\nNASD Dealer irrevocably commits upon receipt of such Shares to forward the\nexercise price directly to the Company; or (f) by any combination of the\nforegoing.\n\n                8.3 Withholding Taxes. Prior to issuance of the Shares upon\nexercise of an Option, Optionee shall pay or make adequate provision for any\nfederal or state withholding obligations of the Company, if applicable.\n\n                8.4 Limitations on Exercise. Notwithstanding the exercise\nperiods set forth in the Grant, exercise of an Option shall always be subject to\nthe following limitations:\n\n                      (a) An Option shall not be exercisable until such time as\nthe Plan or, in the case of Options granted pursuant to an amendment to the\nnumber of shares that may be issued pursuant to the Plan, the amendment has been\napproved by the shareholders of the Company in accordance with Section 16\nhereof.\n\n                      (b) An Option shall not be exercisable unless such\nexercise is in compliance with the 1933 Securities Act and all applicable state\nsecurities laws, as they are in effect on the date of exercise.\n\n                      (c) The Committee may specify a reasonable minimum number\nof Shares that may be purchased on any exercise of an Option, provided that such\nminimum number will not prevent Optionee from exercising the full number of\nShares as to which the Option is then exercisable.\n\n\n                                      -4-\n\n         9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of Optionee, an\nOption shall be exercisable only by Optionee or by Optionee's guardian or legal\nrepresentative, unless otherwise permitted by the Committee. No Option may be\nsold, pledged, assigned, hypothecated, transferred or disposed of in any manner\nother than by will or by the laws of descent and distribution.\n\n         10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the\nrights of a shareholder with respect to any Shares subject to an Option until\nthe Option has been validly exercised. No adjustment shall be made for dividends\nor distributions or other rights for which the record date is prior to the date\nof exercise, except as provided in this Plan. The Company shall provide to each\nOptionee a copy of the annual financial statements of the Company, at such time\nafter the close of each fiscal year of the Company as they are released by the\nCompany to its shareholders.\n\n         11. ADJUSTMENT OF OPTION SHARES. In the event that the number of\noutstanding shares of Common Stock of the Company is changed by a stock\ndividend, stock split, reverse stock split, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration,\nthe number of Shares available under this Plan, the maximum number of Shares\nthat can be granted to a director and the number of Shares subject to\noutstanding Options, the number of Shares vesting per quarter and the exercise\nprice per Share of such Options shall be proportionately adjusted, subject to\nany required action by the Board or shareholders of the Company and compliance\nwith applicable securities laws; provided, however, that no certificate or scrip\nrepresenting fractional shares shall be issued upon exercise of any Option and\nany resulting fractions of a Share shall be ignored.\n\n         12. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted\nunder this Plan shall confer on any Optionee any right to continue as a director\nor a consultant of the Company.\n\n         13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of\nShares upon exercise of any Options shall be subject to and conditioned upon\ncompliance with all applicable requirements of law, including without limitation\ncompliance with the 1933 Securities Act, any required approval by the\nCommissioner of Corporations of the State of California, compliance with all\nother applicable state securities laws and compliance with the requirements of\nany stock exchange or national market system on which the Shares may be listed.\nThe Company shall be under no obligation to register the Shares with the\nSecurities and Exchange Commission or to effect compliance with the registration\nor qualification requirement of any state securities laws, stock exchange or\nnational market system.\n\n         14. ASSUMPTION OF OPTIONS BY SUCCESSORS. In the event of a dissolution\nor liquidation of the Company, a merger in which the Company is not the\nsurviving corporation, the sale of substantially all of the assets of the\nCompany, or any other transaction which qualifies as a 'corporate transaction'\nunder Section 424 of the Code wherein the shareholders of the Company give up\nall of their equity interest in the Company (except for the acquisition of all\n\n\n                                      -5-\n\nor substantially all of the outstanding shares of the Company) the vesting of\nall options granted pursuant to the Plan will accelerate and the options will\nbecome exercisable in full prior to the consummation of such event at such times\nand on such conditions as the Committee determines.\n\n         15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time\nterminate or amend this Plan but not the terms of any outstanding option;\nprovided, however, that the Committee shall not, without the approval of the\nshareholders of the Company, increase the total number of Shares available under\nthis Plan (except by operation of the provisions of Sections 4 and 11 above) or\nchange the class of persons eligible to receive Options. Further, the provisions\nin Sections 6 and 7 of this Plan shall not be amended more than once every six\n(6) months, other than to comport with changes in the Code, the Employee\nRetirement Income Security Act or the rules thereunder. In any case, no\namendment of this Plan may adversely affect any then outstanding Options or any\nunexercised portions thereof without the written consent of Optionee.\n\n         16. TERM OF PLAN. Options may be granted pursuant to this Plan from\ntime to time within a period of ten (10) years from the date this Plan is\nadopted by the Board of Directors.\n\n         17. CERTAIN DEFINITIONS. As used in this Plan, the following terms\nshall have the following meanings:\n\n                17.1 'Parent' means any corporation (other than the Company) in\nan unbroken chain of corporations ending with the Company if, at the time of the\ngranting of the Option, each of such corporations other than the Company owns\nstock possessing 50% or more of the total combined voting power of all classes\nof stock in one of the other corporations in such chain.\n\n                17.2 'Subsidiary' means any corporation (other than the Company)\nin an unbroken chain of corporations beginning with the Company if, at the time\nof granting of the Option, each of the corporations other than the last\ncorporation in the unbroken chain owns stock possessing 50% or more of the total\ncombined voting power of all classes of stock in one of the other corporations\nin such chain.\n\n                17.3 'Affiliate' means any corporation that directly, or\nindirectly through one or more intermediaries, controls or is controlled by, or\nis under common control with, another corporation, where 'control' (including\nthe terms 'controlled by' and 'under common control with') means the possession,\ndirect or indirect, of the power to cause the direction of the management and\npolicies of the corporation, whether through the ownership of voting securities,\nby contract or otherwise.\n\n                17.4 'Fair Market Value' shall mean the fair market value of the\nShares as determined by the Committee from time to time in good faith. If a\npublic market exists for the Shares, the Fair Market Value shall be the average\nof the last reported bid and asked prices for the common stock of the Company on\nthe last trading day prior to the date of \n\n\n                                      -6-\n\ndetermination, or, in the event the common stock of the Company is listed on the\nNasdaq National Market, the Fair Market Value shall be the average of the high\nand low prices of the common stock on the option grant date as quoted on the\nNasdaq National Market and reported in The Wall Street Journal.\n\n\n                                      -7-\n\n                          VERITAS SOFTWARE CORPORATION\n\n                    DIRECTORS NONQUALIFIED STOCK OPTION GRANT\n\n\nOptionee:                                ______________________________________\n\nAddress:                                 ______________________________________\n                                         ______________________________________\n\nTotal Shares Subject to Option:          ______________________________________\n\nExercise Price Per Share:                ______________________________________\n\nDate of Grant:                           ______________________________________\n\nExpiration Date:                         ______________________________________\n\n\n         1. GRANT OF OPTION. VERITAS SOFTWARE CORPORATION, a California\ncorporation (the 'Company'), has granted to the optionee named above\n('Optionee') an option (this 'Option') to purchase the total number of shares of\nCommon Stock of the Company set forth above (the 'Shares') at the exercise price\nper share set forth above (the 'Exercise Price'), subject to all of the terms\nand conditions of this Grant and the Company's 1993 Directors Stock Option Plan,\nas amended through April 20, 1995 (the 'Plan'). Unless otherwise defined herein,\ncapitalized terms used herein shall have the meanings ascribed to them in the\nPlan.\n\n         2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of\nthe Plan and this Grant, this Option shall be exercisable as it vests. Subject\nto the terms and conditions of the Plan and this Grant, this Option shall vest\nas to 1,000 Shares subject to it on the last day of each calendar quarter (not\nto exceed 4,000 Shares per year); provided that Optionee attended at least one\nBoard meeting during such quarter and provided further that the Board meeting\nOptionee attended occurred after the date of grant. This Option shall be\nexercisable as it vests for a period of ten years and will fully vest as to any\nShares that remain unvested on the day immediately preceding the tenth\nanniversary of the Start Date of such Option. This Option may not be exercised\nuntil the Plan, or in the case of Options granted pursuant to an amendment to\nthe number of shares that may be issued under the Plan, the amendment has been\napproved by the shareholders of the Company as set forth in the Plan.\n\n         3. RESTRICTION ON EXERCISE. This Option may not be exercised unless\nsuch exercise is in compliance with the 1933 Securities Act, and all applicable\nstate securities laws, as they are in effect on the date of exercise, and the\nrequirements of any stock exchange or national market system on which the\nCompany's Common Stock may be listed at the time of exercise. Optionee\nunderstands that the Company is under no obligation to register, qualify or list\nthe Shares with the Securities and Exchange Commission (the 'SEC'), any state\nsecurities commission or any stock exchange or national market system to effect\nsuch compliance.\n\n         4. TERMINATION OF OPTION. Except as provided below in this Section ,\nthis Option shall terminate and may not be exercised if Optionee ceases to be a\nBoard Member or a consultant of the Company. The date on which Optionee ceases\nto be a Board Member or a consultant of the Company shall be referred to as the\n'Termination Date.'\n\n                4.1 Termination Generally. If Optionee ceases to be a Board\nMember or a consultant of the Company for any reason except death or disability,\nthis Option, to the extent (and only to the extent) that it would have been\nexercisable by Optionee on the Termination Date, may be exercised by Optionee\nwithin six (6) months after the Termination Date, but in no event later than the\nExpiration Date.\n\n                4.2 Death or Disability. If Optionee ceases to be a Board Member\nor a consultant of the Company because of the death of Optionee or the\ndisability of Optionee within the meaning of Section 22(e)(3) of the Code, this\nOption, to the extent (and only to the extent) that it would have been\nexercisable by Optionee on the Termination Date, may be exercised by Optionee\n(or Optionee's legal representative) within twelve (12) months after the\nTermination Date, but in no event later than the Expiration Date.\n\n         5. MANNER OF EXERCISE.\n\n                5.1 Exercise Agreement. This Option shall be exercisable by\ndelivery to the Company of an executed written Directors Stock Option Exercise\nAgreement in the form attached hereto as Exhibit A, or in such other form as may\nbe approved by the Board or the committee thereof that administers the Plan,\nwhich shall set forth Optionee's election to exercise some or all of this\nOption, the number of Shares being purchased, any restrictions imposed on the\nShares and such other representations and agreements as may be required by the\nCompany to comply with applicable securities laws.\n\n                5.2 Payment. Payment for the Shares may be made (a) in cash or\nby check; (b) by surrender of shares of Common Stock of the Company that have\nbeen owned by Optionee for more than six (6) months (and which have been paid\nfor within the meaning of SEC Rule 144 and, if such shares were purchased from\nthe Company by use of a promissory note, such note has been fully paid with\nrespect to such shares) or were obtained by Optionee in the open public market,\nhaving a Fair Market Value equal to the exercise price of the Option; (c) by\nwaiver of compensation due or accrued to Optionee for services rendered; (d)\n\n\n                                      -2-\n\nprovided that a public market for the Company's stock exists, through a 'same\nday sale' commitment from Optionee and a broker-dealer that is a member of the\nNational Association of Securities Dealers (an 'NASD Dealer') whereby Optionee\nirrevocably elects to exercise the Option and to sell a portion of the Shares so\npurchased to pay for the exercise price and whereby the NASD Dealer irrevocably\ncommits upon receipt of such Shares to forward the exercise price directly to\nthe Company; (e) provided that a public market for the Company's stock exists,\nthrough a 'margin' commitment from Optionee and an NASD Dealer whereby Optionee\nirrevocably elects to exercise the Option and to pledge the Shares so purchased\nto the NASD Dealer in a margin account as security for a loan from the NASD\nDealer in the amount of the exercise price, and whereby the NASD Dealer\nirrevocably commits upon receipt of such Shares to forward the exercise price\ndirectly to the Company; or (f) by any combination of the foregoing.\n\n                5.3 Withholding Taxes. Prior to the issuance of the Shares upon\nexercise of this Option, Optionee shall pay or make adequate provision for any\napplicable federal or state withholding obligations of the Company.\n\n                5.4 Issuance of Shares. Provided that such notice and payment\nare in form and substance satisfactory to counsel for the Company, the Company\nshall cause the Shares to be issued in the name of Optionee or Optionee's legal\nrepresentative.\n\n         6. NONTRANSFERABILITY OF OPTION. During the lifetime of Optionee, an\nOption shall be exercisable only by Optionee or by the Optionee's guardian or\nlegal representative, unless otherwise permitted by the Committee. No Option may\nbe sold, pledged, assigned, hypothecated, transferred or disposed of in any\nmanner other than by will or by the laws of descent and distribution.\n\n         7. INTERPRETATION. Any dispute regarding the interpretation of this\nGrant shall be submitted by Optionee or the Company to the Company's Board of\nDirectors or the committee thereof that administers the Plan, which shall review\nsuch dispute at its next regular meeting. The resolution of such a dispute by\nthe Board or committee shall be final and binding on the Company and on\nOptionee. Nothing in the Plan or this Grant shall confer on Optionee any right\nto continue as a Board Member, employee, officer or consultant of the Company.\n\n\n                                      -3-\n\n         8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise\nAgreement are incorporated herein by this reference. This Grant, the Plan and\nthe Directors Stock Option Exercise Agreement constitute the entire agreement of\nthe parties hereto and supersede all prior undertakings and agreements with\nrespect to the subject matter hereof.\n\n\n                               VERITAS SOFTWARE CORPORATION\n\n\n                               By:  ____________________________________________\n\n                               Name: ___________________________________________\n\n                               Title:  _________________________________________\n\n\n\n                                   ACCEPTANCE\n\n         Optionee hereby acknowledges receipt of a copy of the Plan, represents\nthat Optionee has read and understands the terms and provisions thereof, and\naccepts this Option subject to all the terms and conditions of the Plan and this\nGrant. Optionee acknowledges that there may be adverse tax consequences upon\nexercise of this Option or disposition of the Shares and that Optionee should\nconsult a qualified tax advisor prior to such exercise or disposition.\n\n\n\n                               _________________________________________________\n                                                   Optionee\n\n\n                                      -4-\n\n                                    EXHIBIT A\n\n                          VERITAS SOFTWARE CORPORATION\n\n\n                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT\n\n\n\n         This Agreement is made this ___ day of ____________, 19___ between\nVERITAS Software Corporation (the 'Company'), and the optionee named below\n('Optionee') with respect to the Directors Nonqualified Stock Option Grant dated\nas of the Date of Option Grant set forth below (the 'Grant') issued to Optionee\nunder the Company's 1993 Directors Stock Option Plan (the 'Plan').\n\n\nOptionee:                                _______________________________________\n\nSocial Security Number:                  _______________________________________\n\nAddress:                                 _______________________________________\n                                         _______________________________________\n\nNumber of Shares Purchased:              _______________________________________\n\nPrice per Share:                         _______________________________________\n\nAggregate Purchase Price:                _______________________________________\n\nDate of Option Grant:                    _______________________________________\n\n\nOptionee hereby delivers to the Company the Aggregate Purchase Price, to the\nextent permitted in the Grant, as follows (check as applicable and complete):\n\n[ ]      in cash or check in the amount of $_________, receipt of which is\n         acknowledged by the Company;\n\n[ ]      by delivery of ________ fully-paid, nonassessable and vested shares of\n         the Common Stock of the Company owned by Optionee for at least six (6)\n         months prior to the date hereof (and which have been paid for within\n         the meaning of SEC Rule 144), or obtained by Optionee in the open\n         public market, and owned free and clear of all liens, claims,\n         encumbrances or security interests, valued at the current Fair Market\n         Value of $______ per share;\n\n[ ]      by the waiver hereby of compensation due or accrued to Optionee for\n         services rendered in the amount of $______________;\n\n[ ]      through a 'same-day-sale' commitment, delivered herewith, from Optionee\n         and the NASD Dealer named therein in the amount of $____________; or\n\n[ ]      through a 'margin' commitment, delivered herewith from Optionee and the\n         NASD Dealer named therein in the amount of $______________.\n\nThe Company and Optionee hereby agree as follows:\n\n         1. PURCHASE OF SHARES. On this date and subject to the terms and\nconditions of this Agreement, Optionee hereby exercises the Grant with respect\nto the Number of Shares Purchased set forth above of the Company's Common Stock\n(the 'Shares') at an aggregate purchase price equal to the Aggregate Purchase\nPrice set forth above and the Price per Share set forth above. The term 'Shares'\nrefers to the Shares purchased under this Agreement and includes all securities\nreceived in replacement of the Shares and as a result of stock dividends or\nstock splits in respect of the Shares. Capitalized terms used herein that are\nnot defined herein have the definitions ascribed to them in the Plan or the\nGrant.\n\n         2. REPRESENTATIONS OF PURCHASER. Optionee represents and warrants to\nthe Company that Optionee acknowledges that Optionee has received, read and\nunderstood the Plan and the Grant and agrees to abide by and be bound by their\nterms and conditions.\n\n         3. COMPLIANCE WITH SECURITIES LAWS. Optionee understands that the\nShares have been, or are expected to be, registered on Form S-8 under the 1933\nSecurities Act.\n\n         4. STOP-TRANSFER NOTICES. Optionee understands and agrees that, in\norder to ensure compliance with the restrictions referred to herein, the Company\nmay issue appropriate 'stop-transfer' instructions to its transfer agent, if\nany, and that, if the Company transfers its own securities, it may make\nappropriate notations to the same effect in its own records.\n\n         5. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER\nADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF\nTHE SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX\nCONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR\nDISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR\nANY TAX ADVICE. IN PARTICULAR, OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED\nWITH OPTIONEE'S TAX ADVISORS CONCERNING THE ADVISABILITY OF FILING A SECTION\n83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE.\n\n\n                                      -2-\n\n         6. ENTIRE AGREEMENT. The Plan and Grant are incorporated herein by\nreference. This Agreement, the Plan and the Grant constitute the entire\nagreement of the parties and supersede in their entirety all prior undertakings\nand agreements of the Company and Optionee with respect to the subject matter\nhereof, and are governed by California law except for that body of law\npertaining to conflict of laws.\n\n         7.     TITLE.  Optionee desires to take title to the Shares as follows:\n\n                (   ) Individual, as separate property\n                (   ) Husband and wife, as community property\n                (   ) Joint Tenants\n                (   ) Tenants in Common\n                (   ) Other (e.g., corporation, partnership, custodian, trust, \n                      etc.):____________________________________________________\n                      __________________________________________________________\n\nThe exact spelling of name(s) under which title to the Shares is to be taken \nis:_____________________________________________________________________________\n\n\n\nSubmitted by:                             Accepted by:\n\n\nOPTIONEE:______________________________   VERITAS SOFTWARE CORPORATION\n               (print name)\n\n_______________________________________   By:___________________________________\n               (signature)\n\nDated: ________________________________   Dated:________________________________\n\n\n                                      -3-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9244],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9543],"class_list":["post-38202","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-veritas-software-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38202","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38202"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38202"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38202"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38202"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}