{"id":38203,"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-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-directors-stock-option-plan-veritas-software-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-directors-stock-option-plan-veritas-software-corp.html","title":{"rendered":"1993 Directors Stock Option Plan &#8211; VERITAS Software Corp."},"content":{"rendered":"<pre>\n\n                          VERITAS SOFTWARE CORPORATION\n\n                        1993 DIRECTORS STOCK OPTION PLAN\n\n          AS ADOPTED OCTOBER 1, 1993, AMENDED JANUARY 26, 1994, AMENDED\n       OCTOBER 19, 1994, AMENDED APRIL 20, 1995, AMENDED APRIL 17, 1996,\n          AMENDED JANUARY 12, 1997, AMENDED APRIL 15, 1999 AND AMENDED\n                  OCTOBER 14, 1999 (EFFECTIVE JANUARY 1, 1999)\n\n     1. PURPOSE. This Stock Option Plan (this 'Plan') is established to provide\nequity incentives for nonemployee members of the Board of Directors of VERITAS\nSoftware Corporation, a corporation organized under the laws of the State of\nDelaware, any successor corporation thereto and any corporation that assumes the\nPlan (the 'Company') who are described in Section 6.1 below, by granting such\npersons options to purchase shares of stock of the Company.\n\n     2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective on\nthe 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.\n\n     3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be\nnonqualified stock options ('NQSOs'). The shares of stock that may be purchased\nupon exercise of Options granted under this Plan (the 'Shares') are shares of\nthe Common Stock of the Company or any successor security.\n\n     4. NUMBER OF SHARES. The maximum number of Shares that may be issued\npursuant to Options granted under this Plan is 562,500 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. The numbers of\nShares represented in this Plan are stated as of January 1, 1999, and therefore\ndo not reflect the two-for-one stock split announced by the Board on June 7,\n1999 and paid as a stock dividend on July 8, 1999 to stockholders of record on\nJune 18, 1999.\n\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 Company\nwho are not employees of the Company or any Parent, Subsidiary or Affiliate of\nthe Company, as those terms are defined in Section 17 below (each an\n'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 reelected to\nthe Board after the effective date of the Company's registration statement (the\n'Registration Statement') filed with, and declared effective by, the Securities\nand Exchange Commission (the 'SEC') under the Securities Act of 1933, as amended\n(the '1933 Securities Act') on or after January 1, 1999 will automatically be\ngranted an option for 25,000 Shares on the later of (i) the date such Optionee\nis first elected or reelected to the Board or (ii) the date his or her most\nrecent prior option becomes fully vested as to all Shares or terminates (whether\nsuch option was granted under this Plan, the Company's 1993 Equity Incentive\nPlan or otherwise) (the 'Initial Grant'). An Optionee who has received an\nInitial Grant or a Succeeding Grant prior to any assumption of this Plan shall\nnot be granted an Initial Grant. The Board will have the discretion to increase\nthe number of Shares subject to the Initial Grant to 54,000 Shares without\nshareholder approval.\n\n        6.3 SUCCEEDING GRANTS. On the anniversary date of his or her most recent\nprior option (whether such option was granted under this Plan, the Company's\n1993 Equity Incentive Plan or otherwise) Optionee will automatically be granted\nan Option for 6,500 Shares, provided that Optionee is still a member of the\nBoard (a 'Succeeding Grant'). Notwithstanding the foregoing, an Optionee shall\nnot receive a Succeeding Grant earlier than the first anniversary of his or her\nInitial Grant. The Board will have the discretion to increase the number of\nShares subject to a Succeeding Grant to 13,500 Shares without shareholder\napproval.\n\n        6.4 MAXIMUM SHARES. The maximum number of Shares that may be issued to\nany one director under this Plan is 108,000. No grant will be made, however, if\nsuch grant will cause the number of Shares issued or subject to outstanding\nOptions under this Plan to exceed the number specified in Section 4 above.\n\n     7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to Section\n6 above:\n\n\n        7.1 FORM OF OPTION GRANT. Each Option granted under this Plan shall be\nevidenced by a written Stock Option Grant ('Grant') in such form (which need not\nbe the same for each Optionee) as the Committee shall from time to time approve,\nwhich Grant shall comply with and be subject to the terms and conditions of this\nPlan.\n\n        7.2 VESTING. The date an Optionee is first elected or reelected to the\nBoard for the first time, as to the Initial Grant, and the date a Succeeding\nGrant is granted, is referred to in this Plan as the 'Start Date' for such\nOption. Each Initial Grant granted prior to January 1, 1999 will vest as to\n3,375 Shares subject to it on the last day of each calendar quarter (not to\nexceed 13,500 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. Each Initial Grant granted\non or after January 1, 1999 will vest as to 521 Shares subject to it on the last\nday of each calendar month (not to exceed 6,250 Shares per year). Each\nSucceeding Grant granted prior to January 1, 1999 will vest as to 844 Shares\nsubject to it on the last day of each calendar quarter (not to exceed 3,375\nShares per year); provided that Optionee attended at least one Board meeting\nduring such quarter and provided further that the Board meeting Optionee\nattended occurred after the date of grant. Each Succeeding Grant granted on or\nafter January 1, 1999 will vest as to 135 Shares per calendar month (not to\nexceed 1,625 Shares per year). Initial Grants granted on or after April 17, 1996\nand Succeeding Grants shall be exercisable immediately upon grant for a period\nof ten years. Exercised unvested Shares shall be subject to a right of\nrepurchase in the Company at the original purchase price that lapses as such\nShares vest. Each Option will fully vest as to any Shares that remain unvested\non the day immediately preceding the tenth anniversary of the Start Date of such\nOption. Each outstanding Option shall be exercisable and vest in accordance with\nthe Grant by which it was originally granted.\n\n        7.3 EXERCISE PRICE. The exercise price of an Option shall be the Fair\nMarket Value (as defined in Section 17.4) of the Shares, at the time that the\nOption is granted.\n\n        7.4 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\nmember of the Board or a consultant of the Company. The date on which Optionee\nceases to be a member of the Board or a consultant of the Company shall be\nreferred to as the 'Termination Date.'\n\n           (a) Termination Generally. If Optionee ceases to be a member of the\nBoard 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           (b) Death or Disability. If Optionee ceases to be a member of the\nBoard or 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 Internal\nRevenue Code of 1986, as amended, (the 'Code') this Option, to the extent (and\nonly to the extent) that it would\n\n\nhave been exercisable by Optionee on the Termination Date, may be exercised by\nOptionee (or Optionee's legal representative) within twelve (12) months after\nthe Termination Date, but in no event 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 Company of\nan exercise agreement in a form approved by the Committee, stating the number of\nShares being purchased, the restrictions imposed on the Shares and such\nrepresentations and agreements regarding the Optionee's investment intent and\naccess to information as may be required by the Company to comply with\napplicable securities laws, together with payment in full of the exercise price\nfor the number of Shares being purchased.\n\n        8.2 PAYMENT. Payment for the Shares may be made (a) in cash or by check;\n(b) by surrender of shares of Common Stock of the Company that have been owned\nby Optionee for more than six (6) months (and which have been paid for within\nthe meaning of SEC Rule 144 and, if such shares were purchased from the Company\nby use of a promissory note, such note has been fully paid with respect to such\nshares) or were obtained by the Optionee in the open public market, having a\nFair Market Value equal to the exercise price of the Option; (c) by waiver of\ncompensation due or accrued to Optionee for services rendered; (d) provided that\na public market for the Company's stock exists, through a 'same day sale'\ncommitment from Optionee and a broker-dealer that is a member of the National\nAssociation of Securities Dealers (a 'NASD Dealer') whereby Optionee irrevocably\nelects to exercise the Option and to sell a portion of the Shares so purchased\nto pay for the exercise price and whereby the NASD Dealer irrevocably commits\nupon receipt of such Shares to forward the exercise price directly to the\nCompany; (e) provided that a public market for the Company's stock exists,\nthrough a 'margin' commitment from Optionee and a 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        8.3 WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of\nan Option, Optionee shall pay or make adequate provision for any federal or\nstate withholding obligations of the Company, if applicable.\n\n        8.4 LIMITATIONS ON EXERCISE. Notwithstanding the exercise periods set\nforth in the Grant, exercise of an Option shall always be subject to the\nfollowing limitations:\n\n           (a) An Option shall not be exercisable unless such exercise is in\ncompliance with the 1933 Securities Act and all applicable state securities\nlaws, as they are in effect on the date of exercise.\n\n\n           (b) The Committee may specify a reasonable minimum number of Shares\nthat may be purchased on any exercise of an Option, provided that such minimum\nnumber will not prevent Optionee from exercising the full number of Shares as to\nwhich the Option is then exercisable.\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 rights\nof a shareholder with respect to any Shares subject to an Option until the\nOption has been validly exercised. No adjustment shall be made for dividends or\ndistributions or other rights for which the record date is prior to the date of\nexercise, 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 or per month and\nthe exercise price per Share of such Options shall be proportionately adjusted,\nsubject to any required action by the Board or shareholders of the Company and\ncompliance with applicable securities laws; provided, however, that no\ncertificate or scrip representing fractional shares shall be issued upon\nexercise of any Option and any resulting fractions of a Share shall be ignored;\nprovided further, however, that in the event that the number of shares of Common\nStock of the Company is changed by a stock dividend or a stock split without\nconsideration, the Board will have the discretion not to proportionately adjust\nthe number of Shares subject to each Initial Grant and the number of Shares\nsubject to each Succeeding Grant, and the number of Shares to vest per month\nsubject to such Initial Grants and Succeeding Grants.\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 Shares\nupon exercise of any Options shall be subject to and conditioned upon compliance\nwith all applicable requirements of law, including without limitation compliance\nwith the 1933 Securities Act, any required approval by the Commissioner of\nCorporations of the State of California, compliance with all other applicable\nstate securities laws and compliance with the requirements of any stock exchange\nor national market system on which the\n\n\nShares may be listed. The Company shall be under no obligation to register the\nShares with the Securities and Exchange Commission or to effect compliance with\nthe registration or qualification requirement of any state securities laws,\nstock exchange or national market system.\n\n     14. ACCELERATION OF OPTIONS BY SUCCESSORS. In the event of a dissolution or\nliquidation of the Company, a merger in which the Company is not the surviving\ncorporation, the sale of substantially all of the assets of the Company, or any\nother transaction which qualifies as a 'corporate transaction' under Section 424\nof the Code wherein the shareholders of the Company give up all of their equity\ninterest in the Company (except for the acquisition of all or substantially all\nof the outstanding shares of the Company) the vesting of all options granted\npursuant to the Plan will accelerate and the options will become exercisable in\nfull prior to the consummation of such event at such times and on such\nconditions 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. 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 time to\ntime within a period of ten (10) years from the date this Plan is adopted by the\nBoard of Directors.\n\n     17. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall\nhave the following meanings:\n\n        17.1 'Parent' means any corporation (other than the Company) in an\nunbroken 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) in an\nunbroken chain of corporations beginning with the Company if, at the time of\ngranting of the Option, each of the corporations other than the last corporation\nin the unbroken chain owns stock possessing 50% or more of the total combined\nvoting power of all classes of stock in one of the other corporations in such\nchain.\n\n        17.3 'Affiliate' means any corporation that directly, or indirectly\nthrough one or more intermediaries, controls or is controlled by, or is under\ncommon control with, another corporation, where 'control' (including the terms\n'controlled by' and 'under\n\n\ncommon control with') means the possession, direct or indirect, of the power to\ncause the direction of the management and policies of the corporation, whether\nthrough the ownership of voting securities, by contract or otherwise.\n\n        17.4 'Fair Market Value' shall mean the fair market value of the Shares\nas determined by the Committee from time to time in good faith. If a public\nmarket exists for the Shares, the Fair Market Value shall be the average of the\nlast reported bid and asked prices for the common stock of the Company on the\nlast trading day prior to the date of determination, or, in the event the common\nstock of the Company is listed on the Nasdaq National Market, the Fair Market\nValue shall be the average of the high and low prices of the common stock on the\noption grant date as quoted on the Nasdaq National Market and reported in The\nWall Street Journal.\n\n\n\n                                                                   INITIAL GRANT\n\n\n                          VERITAS SOFTWARE CORPORATION\n\n                    DIRECTORS NONQUALIFIED STOCK OPTION GRANT\n\n\nOptionee:  \n                                            ------------------------------------\nAddress:\n                                            ------------------------------------\n\nTotal Shares Subject to Option:                             25,000\n                                            ------------------------------------\n\nExercise Price Per Share:\n                                            ------------------------------------\n\nDate of Grant:\n                                            ------------------------------------\n\nExpiration Date:\n                                            ------------------------------------\n\n\n        1. GRANT OF OPTION. VERITAS SOFTWARE CORPORATION, a Delaware corporation\n(the 'Company'), has granted to the optionee named above ('Optionee') an option\n(this 'Option') to purchase the total number of shares of Common Stock of the\nCompany set forth above (the 'Shares') at the exercise price per share set forth\nabove (the 'Exercise Price'), subject to all of the terms and conditions of this\nGrant and the Company's 1993 Directors Stock Option Plan, as amended through\nOctober 14, 1999 (the 'Plan'). Unless otherwise defined herein, capitalized\nterms used herein shall have the meanings ascribed to them in the Plan.\n\n        2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of the\nPlan and this Grant, this Option shall be exercisable immediately upon the Date\nof Grant and thereafter, subject to earlier termination in accordance with\nSection 4 below. This Option shall be exercisable until the Expiration Date,\nsubject to earlier termination in accordance with Section 4 below. Shares that\nare exercised but that have not yet vested in accordance with this Section 2\n('Unvested Shares'), shall be subject to a right of repurchase in the Company at\nthe Exercise Price that lapses as such exercised Shares vest. Subject to the\nterms and conditions of the Plan and this Grant, this Option will vest as to 521\nShares subject to it on the last day of each calendar month (not to exceed 6,250\nShares per year). This Option shall fully vest as to any Shares that remain\nunvested on the day immediately preceding the tenth anniversary of the Start\nDate.\n\n        3. RESTRICTION ON EXERCISE. This Option may not be exercised 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, 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,\n\n\n                                                  VERITAS Software Corporation\n                                                  Director's Nonqualified\n                                                  Stock Option Grant\n                                                  Initial Grant\n\n\n\nqualify or list the Shares with the SEC, any state securities commission or any\nstock exchange or national market system to effect such compliance. No\nfractional shares shall be issued upon exercise of this Option.\n\n        4. TERMINATION OF OPTION. Except as provided below in this Section, this\nOption shall terminate and may not be exercised on or after the date Optionee\nceases to be a Board Member or a consultant of the Company. The date on which\nOptionee ceases to be a Board Member or a consultant of the Company shall be\nreferred to as the 'Termination Date.'\n\n             4.1 Termination Generally. If Optionee ceases to be a Board Member\nor a consultant of the Company for any reason except for Optionee's death or\ndisability, within the meaning of Section 22(e)(3) of the Code, this Option, to\nthe extent (and only to the extent) that it is vested in accordance with Section\n2 above on the Termination Date, may be exercised by Optionee within six (6)\nmonths after the Termination Date, but in no event later than the Expiration\nDate.\n\n             4.2 Death or Disability. If Optionee ceases to be a Board Member or\na consultant of the Company because of the death of Optionee or the disability\nof Optionee, within the meaning of Section 22(e)(3) of the Code, this Option, to\nthe extent (and only to the extent) that it is vested in accordance with Section\n2 above on the Termination Date, may be exercised by Optionee (or Optionee's\nlegal representative) within twelve (12) months after the Termination Date, but\nin 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 by\ncheck; (b) by surrender of shares of Common Stock of the Company that have been\nowned by Optionee for more than six (6) months (and which have been paid for\nwithin the meaning of SEC Rule 144 and, if such shares were purchased from the\nCompany by use of a promissory note, such note has been fully paid with respect\nto such shares) or were obtained by Optionee in the open public market; (c) by\nwaiver of compensation due or accrued to Optionee for services rendered; (d)\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\n\n\n                                      -2-\n\npublic market for the Company's stock exists, through a 'margin' commitment from\nOptionee and an NASD Dealer whereby Optionee irrevocably elects to exercise the\nOption and to pledge the Shares so purchased to the NASD Dealer in a margin\naccount as security for a loan from the NASD Dealer in the amount of the\nExercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of\nsuch Shares to forward the Exercise Price directly to the Company; or (f) by any\ncombination 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 are\nin form and substance satisfactory to counsel for the Company, the Company shall\ncause the Shares to be issued in the name of Optionee or Optionee's legal\nrepresentative.\n\n        6. COMPANY'S RIGHT OF REPURCHASE. The Company reserves a right to\nrepurchase Unvested Shares at the Exercise Price at any time within ninety (90)\ndays after Optionee's Termination Date for cash and\/or cancellation of purchase\nmoney indebtedness.\n\n        7. NONTRANSFERABILITY OF OPTION. During the lifetime of Optionee, this\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        8. INTERPRETATION. Any dispute regarding the interpretation of this\nGrant shall be submitted by Optionee or the Company to the Board or the\ncommittee thereof that administers the Plan, which shall review such dispute at\nits next regular meeting. The resolution of such a dispute by the Board or\ncommittee shall be final and binding on the Company and on Optionee. Nothing in\nthe Plan or this Grant shall confer on Optionee any right to continue as a Board\nMember, employee, officer or consultant of the Company.\n\n\n\n                                      -3-\n\n        9. 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\n\n                                      -4-\n\n                                                                   INITIAL GRANT\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 ____________, _____ 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, as amended through October\n14, 1999 (the 'Plan'). Capitalized terms used herein that are not defined herein\nhave the definitions ascribed to them in the Plan or the Grant.\n\n\nOptionee:\n                                 -----------------------------------------------\n\nSocial Security Number:\n                                 -----------------------------------------------\n\nAddress:\n                                 -----------------------------------------------\n\nNumber of Shares Purchased:\n                                 -----------------------------------------------\n\nPrice per Share:\n                                 -----------------------------------------------\n\nAggregate Purchase Price:\n                                 -----------------------------------------------\n\nDate of Option Grant:\n                                 -----------------------------------------------\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 the\n      meaning of SEC Rule 144), or obtained by Optionee in the open public\n      market, and owned free and clear of all liens, claims, encumbrances or\n      security interests, valued at the current Fair Market Value of $______ per\n      share;\n\n\n\n                                                  VERITAS Software Corporation\n                                                  Director's Nonqualified\n                                                  Stock Option Grant\n                                                  Initial Grant\n\n\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\nOptionee hereby also delivers to the Company (i) this executed Agreement. If the\nOption is being exercised with respect to Shares in which the Option has not yet\nvested, Optionee hereby also delivers to the Company two (2) copies of a blank\nStock Power and Assignment Separate from Stock Certificate in the form of\nExhibit 1 attached hereto (the 'Stock Powers'), both executed by Optionee (and\nOptionee's spouse, if any).\n\nUpon its receipt of the Aggregate Purchase Price and all the documents to be\nexecuted and delivered by Optionee to the Company under the above paragraph, the\nCompany will issue a duly executed stock certificate evidencing the Shares in\nthe name of Optionee to be placed in escrow as provided in Section 3 below until\nexpiration or termination of the Company's Repurchase Option described in\nSection 2 below.\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.\n\n        2. COMPANY'S RIGHT OF REPURCHASE. On the terms and conditions set forth\nin this Section, the Company, or its assignee, reserves the right to repurchase\nShares that are exercised pursuant to this Agreement that are not vested, in\naccordance with Section 2 of the Grant, on Optionee's Termination Date (the\n'Unvested Shares') (the 'Repurchase Option') if Optionee ceases to be a Board\nMember or a consultant to the Company for any reason, or no reason, including\nwithout limitation Optionee's death, disability within the meaning of Code\nSection 22(3)(3), voluntary resignation or termination by the Company with or\nwithout cause.\n\n             2.1 Termination and Termination Date. The Committee shall have\ndiscretion to determine whether Optionee has ceased to be a Board Member or a\nconsultant to the Company and Optionee's Termination Date.\n\n             2.2 Exercise of Repurchase Option. At any time within ninety (90)\ndays after the Optionee's Termination Date, the Company, or its assignee, may\nelect to repurchase the\n\n\nOptionee's Unvested Shares by giving Optionee written notice of the Company's\nexercise of the Repurchase Option.\n\n             2.3 Calculation of Repurchase Price. The Company or its assignee\nshall have the option to repurchase from Optionee (or from Optionee's personal\nrepresentative as the case may be) the Unvested Shares at the Optionee's\nExercise Price, proportionately adjusted for any stock split or similar change\nin the capital structure of the Company as set forth in Section 11 of the Plan.\n\n             2.4 Payment of Repurchase Price. The repurchase price shall be\npayable, at the option of the Company or its assignee, by check or by\ncancellation of all or a portion of any outstanding indebtedness of Optionee to\nthe Company or such assignee, or by any combination thereof. The repurchase\nprice shall be paid without interest within sixty (60) days after exercise of\nthe Repurchase Option.\n\n             2.5 Right of Termination Unaffected. Nothing in this Agreement\nshall be construed to limit or otherwise affect in any manner whatsoever the\nright or power of the Company (or any Parent or Subsidiary of the Company) to\nterminate Optionee's relationship with Company (or the Parent or Subsidiary of\nthe Company) at any time, for any reason or no reason, with or without cause.\n\n        3. ESCROW. As security for Optionee's faithful performance of this\nAgreement, Optionee agrees, immediately upon receipt of the stock certificate(s)\nevidencing the Shares, to deliver such certificate(s), together with the Stock\nPowers executed by Optionee and by Optionee's spouse, if any (with the date and\nnumber of Shares left blank), to the Secretary of the Company or other designee\nof the Company ('Escrow Holder'), who is hereby appointed to hold such\ncertificate(s) and Stock Powers in escrow and to take all such actions and to\neffectuate all such transfers and\/or releases of such Shares as are in\naccordance with the terms of this Agreement. Optionee and the Company agree that\nEscrow Holder will not be liable to any party to this Agreement (or to any other\nparty) for any actions or omissions unless Escrow Holder is grossly negligent or\nintentionally fraudulent in carrying out the duties of Escrow Holder under this\nAgreement. Escrow Holder may rely upon any letter, notice or other document\nexecuted by any signature purported to be genuine and may rely on the advice of\ncounsel and obey any order of any court with respect to the transactions\ncontemplated by this Agreement. The Shares will be released from escrow upon\ntermination in full of the Repurchase Option. At Optionee's request, the Escrow\nHolder will release the Shares from escrow after the Shares have vested.\n\n        4. REPRESENTATIONS OF OPTIONEE. Optionee represents and warrants to the\nCompany 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        5. COMPLIANCE WITH SECURITIES LAWS. Optionee understands that the Shares\nhave been registered on Form S-8 under the 1933 Securities Act.\n\n        6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.\n\n\n             6.1 Legends. Optionee understands and agrees that the Company will\nplace the legends set forth below or similar legends on any stock certificate(s)\nevidencing the Shares, together with any other legends that may be required by\nstate or federal securities laws, the Company's Articles of Incorporation or\nBylaws, any other agreement between Optionee and the Company.\n\n             THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT\n             OF REPURCHASE OPTION HELD BY THE ISSUER AND\/OR ITS ASSIGNEE(S) AS\n             SET FORTH IN A DIRECTORS STOCK OPTION EXERCISE AGREEMENT BETWEEN\n             THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH\n             MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RIGHT\n             OF REPURCHASE IS BINDING ON TRANSFEREES OF THESE SHARES.\n\n             6.2 Stop-Transfer Instructions. Optionee understands and agrees\nthat, to ensure compliance with the restrictions imposed by this Agreement, the\nCompany may issue appropriate 'stop-transfer' instructions to its transfer\nagent, if any, and if the Company transfers its own securities, it may make\nappropriate notations to the same effect in its own records.\n\n             6.3 Refusal to Transfer. The Company will not be required (i) to\ntransfer on its books any Shares that have been sold or otherwise transferred in\nviolation of any of the provisions of this Agreement or (ii) to treat as owner\nof such Shares, or to accord the right to vote or pay dividends to any purchaser\nor other transferee to whom such Shares have been so transferred.\n\n        7. 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             7.1 Section 83(b) Election for Unvested Shares. With respect to\nUnvested Shares, which are subject to the Repurchase Option, unless an election\nis filed by Optionee with the Internal Revenue Service (and, if necessary, the\nproper state taxing authorities), within 30 days of the purchase of the Unvested\nShares, electing pursuant to Section 83(b) of the Internal Revenue Code (and\nsimilar state tax provisions, if applicable) to be taxed currently on any\ndifference between the Exercise Price of the Unvested Shares and their Fair\nMarket Value on the date of purchase, there may be a recognition of taxable\nincome to the Optionee, measured by the excess, if any, of the Fair Market Value\nof the Unvested Shares at the time they cease to be Unvested Shares, over the\nExercise Price of the Unvested Shares. A Section 83(b) election form is attached\nhereto as Exhibit 4.\n\n\n        8. 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        9. 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             ( )Husband and wife, as Joint Tenants \n             ( )Husband and wife, as Tenants in Common\n\nThe exact spelling of name(s) under which title to the Shares is to be \ntaken is:_______________________________________________________________________\n________________________________________________________________________________\n\n\nSubmitted by:                                      Accepted by:\n\n\nOPTIONEE:                                          VERITAS SOFTWARE CORPORATION\n         -----------------------------------\n                    (print name)\n\n---------------------------------------------      By\n                  (signature)                         --------------------------\n\nDated:                                             Dated\n       --------------------------------------            -----------------------\n\n\n                                LIST OF EXHIBITS\n\n\nExhibit 1: Stock Power and Assignment Separate from Stock Certificate\n\nExhibit 2: Copy of Optionee's Check or other Evidence of Optionee's Payment of\n           Exercise Price\n\nExhibit 3: Section 83(b) Election\n\n\n                                                                   INITIAL GRANT\n\n\n                                    EXHIBIT 1\n\n                           STOCK POWER AND ASSIGNMENT\n                         SEPARATE FROM STOCK CERTIFICATE\n\n\n\n\n                                                                   INITIAL GRANT\n\n\n                           STOCK POWER AND ASSIGNMENT\n                         SEPARATE FROM STOCK CERTIFICATE\n\n\n             FOR VALUE RECEIVED and pursuant to that certain Directors Stock\nOption Exercise Agreement dated as of _______________, _____, (the 'Agreement'),\nthe undersigned hereby sells, assigns and transfers unto\n_______________________________, shares of the Common Stock of VERITAS Software\nCorporation (the 'Company'), standing in the undersigned's name on the books of\nthe Company represented by Certificate No(s). ______ delivered herewith, and\ndoes hereby irrevocably constitute and appoint the Secretary of the Company as\nthe undersigned's attorney-in-fact, with full power of substitution, to transfer\nsaid stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS\nAUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.\n\n\nDated:  _______________, ______\n\n                                                   OPTIONEE\n\n\n                                                   -----------------------------\n                                                   (Signature)\n\n                                                   -----------------------------\n                                                   (Please Print Name)\n\n                                                   -----------------------------\n                                                   (Spouse's Signature, if any)\n\n                                                   -----------------------------\n                                                   (Please Print Spouse's Name)\n\n\n\nINSTRUCTIONS: Please do not fill in any blanks other than the signature line.\nThe purpose of this Stock Power and Assignment is to enable the Company to\nacquire the shares upon exercise of its 'Repurchase Option' set forth in the\nAgreement without requiring additional signatures on the part of the Optionee or\nOptionee's Spouse, if any.\n\n\n                                                                   INITIAL GRANT\n\n\n                                    EXHIBIT 2\n\n                   COPY OF OPTIONEE'S CHECK OR OTHER EVIDENCE\n                     OF OPTIONEE'S PAYMENT OF EXERCISE PRICE\n\n\n\n\n                                                                   INITIAL GRANT\n\n\n                                    EXHIBIT 3\n\n                             SECTION 83(b) ELECTION\n\n\n                 [FOR REGULAR INCOME TAX - NONQUALIFIED OPTIONS]\n\n                       ELECTION UNDER SECTION 83(b) OF THE\n                              INTERNAL REVENUE CODE\n\nThe undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the\nInternal Revenue Code of 1986, as amended, to include the excess, if any, of the\nfair market value of the property described below at the time of transfer over\nthe amount paid for such property, as compensation for services in the\ncalculation of regular gross income.\n\n1.    TAXPAYER'S NAME:\n                               -------------------------------------------------\n      TAXPAYER'S ADDRESS:\n                               -------------------------------------------------\n                               -------------------------------------------------\n      SOCIAL SECURITY NUMBER:\n                               -------------------------------------------------\n\n2.    The property with respect to which the election is made is described as\n      follows: _______ shares of Common Stock of VERITAS Software Corporation\n      (the 'Company') which were transferred upon Taxpayer's exercise of an\n      option granted by the Company to Taxpayer in connection with the\n      performance of Taxpayer's services for the Company.\n\n3.    The date on which the shares were transferred pursuant to the exercise of\n      the option was ________, _____ and this election is made for calendar year\n      _____.\n\n4.    The shares received upon exercise of the option are subject to the\n      following restrictions: The Company may repurchase all or a portion of the\n      shares at the Taxpayer's original purchase price under certain conditions\n      at the time of Taxpayer's termination of services with the Company.\n\n5.    The fair market value of the shares (without regard to restrictions other\n      than restrictions which by their terms will never lapse) was $___ per\n      share at the time of exercise of the option.\n\n6.    The amount paid for such shares upon exercise of the option was $___ per\n      share.\n\n7.    The Taxpayer has submitted a copy of this statement to the Company.\n\nTHIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ('IRS'), AT THE\nOFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER\nTHE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER'S\nINCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT\nTHE CONSENT OF THE IRS.\n\nDated:\n      ---------------------------           ------------------------------------\n                                            Taxpayer's Signature\n\n\n\n                                      -2-\n\n\n                                                                 SUCCEEDING\n                                                                    GRANT\n\n\n                                                                 GRANT NO.:\n\n\n                          VERITAS SOFTWARE CORPORATION\n\n                    DIRECTORS NONQUALIFIED STOCK OPTION GRANT\n\n\nOptionee:\n\nSocial Security Number:\n\nAddress:\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 Delaware corporation\n(the 'Company'), has granted to the optionee named above ('Optionee') an option\n(this 'Option') to purchase the total number of shares of Common Stock of the\nCompany set forth above (the 'Shares') at the exercise price per share set forth\nabove (the 'Exercise Price'), subject to all of the terms and conditions of this\nGrant and the Company's 1993 Directors Stock Option Plan, as amended through\nOctober 14, 1999 (the 'Plan'). Unless otherwise defined herein, capitalized\nterms used herein shall have the meanings ascribed to them in the Plan.\n\n        2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of the\nPlan and this Grant, this Option shall be exercisable immediately upon the Date\nof Grant and thereafter, subject to earlier termination in accordance with\nSection 4 below. This Option shall be exercisable until the Expiration Date,\nsubject to earlier termination in accordance with Section 4 below. Shares that\nare exercised but that have not yet vested in accordance with this Section 2\n('Unvested Shares'), shall be subject to a right of repurchase in the Company at\nthe Exercise Price that lapses as such exercised Shares vest. Subject to the\nterms and conditions of the Plan and this Grant, this Option will vest as to 135\nShares per calendar month (not to exceed 1,625 Shares per year). This Option\nshall fully vest as to any Shares that remain unvested on the day immediately\npreceding the tenth anniversary of the Start Date.\n\n\n\n\n                                                  VERITAS Software Corporation\n                                                  Director's Nonqualified\n                                                  Stock Option Grant\n                                                  Succeeding Grant\n\n\n\n        3. RESTRICTION ON EXERCISE. This Option may not be exercised 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, 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 SEC, any state securities commission or any stock exchange\nor national market system to effect such compliance. No fractional shares shall\nbe issued upon exercise of this Option.\n\n        4. TERMINATION OF OPTION. Except as provided below in this Section, this\nOption shall terminate and may not be exercised on or after the date Optionee\nceases to be a Board Member or a consultant of the Company. The date on which\nOptionee ceases to be a Board Member or a consultant of the Company shall be\nreferred to as the 'Termination Date.'\n\n             4.1 Termination Generally. If Optionee ceases to be a Board Member\nor a consultant of the Company for any reason except for Optionee's death or\ndisability, within the meaning of Section 22(e)(3) of the Code, this Option, to\nthe extent (and only to the extent) that it is vested in accordance with Section\n2 above on the Termination Date, may be exercised by Optionee within six (6)\nmonths after the Termination Date, but in no event later than the Expiration\nDate.\n\n             4.2 Death or Disability. If Optionee ceases to be a Board Member or\na consultant of the Company because of the death of Optionee or the disability\nof Optionee, within the meaning of Section 22(e)(3) of the Code, this Option, to\nthe extent (and only to the extent) that it is vested in accordance with Section\n2 above on the Termination Date, may be exercised by Optionee (or Optionee's\nlegal representative) within twelve (12) months after the Termination Date, but\nin 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 by\ncheck; (b) by surrender of shares of Common Stock of the Company that have been\nowned by Optionee for more than six (6) months (and which have been paid for\nwithin the meaning of SEC Rule 144 and, if such shares were purchased from the\nCompany by use of a promissory note, such note has been fully paid with respect\nto such shares) or were obtained by Optionee in the open public market; (c) by\nwaiver of compensation due or accrued to Optionee for services rendered; (d)\nprovided that a public market for the Company's stock exists, through a\n\n\n\n                                      -2-\n\n'same day sale' commitment from Optionee and a broker-dealer that is a member of\nthe National Association of Securities Dealers (an '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 an 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             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 are\nin form and substance satisfactory to counsel for the Company, the Company shall\ncause the Shares to be issued in the name of Optionee or Optionee's legal\nrepresentative.\n\n        6. COMPANY'S RIGHT OF REPURCHASE. The Company reserves a right to\nrepurchase Unvested Shares at the Exercise Price at any time within ninety (90)\ndays after Optionee's Termination Date for cash and\/or cancellation of purchase\nmoney indebtedness.\n\n        7. NONTRANSFERABILITY OF OPTION. During the lifetime of Optionee, this\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        8. INTERPRETATION. Any dispute regarding the interpretation of this\nGrant shall be submitted by Optionee or the Company to the Board or the\ncommittee thereof that administers the Plan, which shall review such dispute at\nits next regular meeting. The resolution of such a dispute by the Board or\ncommittee shall be final and binding on the Company and on Optionee. Nothing in\nthe Plan or this Grant shall confer on Optionee any right to continue as a Board\nMember, employee, officer or consultant of the Company.\n\n\n\n                                      -3-\n\n        9. 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:           Ken Lonchar\n                                              ----------------------------------\n\n                                        Title:      Chief Financial Officer\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\n                                      -4-\n\n                                    EXHIBIT A\n\n                          VERITAS SOFTWARE CORPORATION\n\n                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT\n\n        This Agreement is made this ___ day of ____________, _____ 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, as amended through October\n14, 1999 (the 'Plan'). Capitalized terms used herein that are not defined herein\nhave the definitions ascribed to them in the Plan or the Grant.\n\n\nOptionee:\n                                        ----------------------------------------\n\nSocial Security Number:\n                                        ----------------------------------------\n\nAddress:\n                                        ----------------------------------------\n\nNumber of Shares Purchased:\n                                        ----------------------------------------\n\nPrice per Share:\n                                        ----------------------------------------\n\nAggregate Purchase Price:\n                                        ----------------------------------------\n\nDate of Option Grant:\n                                        ----------------------------------------\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\n\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 the\n      meaning of SEC Rule 144), or obtained by Optionee in the open public\n      market, and owned free and clear of all liens, claims, encumbrances or\n      security interests, valued at the current Fair Market Value of $______ per\n      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\nOptionee hereby also delivers to the Company (i) this executed Agreement. If the\nOption is being exercised with respect to Shares in which the Option has not yet\nvested, Optionee hereby also delivers to the Company two (2) copies of a blank\nStock Power and Assignment Separate from Stock Certificate in the form of\nExhibit 1 attached hereto (the 'Stock Powers'), both executed by Optionee (and\nOptionee's spouse, if any).\n\nUpon its receipt of the Aggregate Purchase Price and all the documents to be\nexecuted and delivered by Optionee to the Company under the above paragraph, the\nCompany will issue a duly executed stock certificate evidencing the Shares in\nthe name of Optionee to be placed in escrow as provided in Section 3 below until\nexpiration or termination of the Company's Repurchase Option described in\nSection 2 below.\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.\n\n        2. COMPANY'S RIGHT OF REPURCHASE. On the terms and conditions set forth\nin this Section, the Company, or its assignee, reserves the right to repurchase\nShares that are exercised pursuant to this Agreement that are not vested, in\naccordance with Section 2 of the Grant, on Optionee's Termination Date (the\n'Unvested Shares') (the 'Repurchase Option') if Optionee ceases to be a Board\nMember or a consultant to the Company for any reason, or no reason, including\nwithout limitation Optionee's death, disability within the meaning of Code\nSection 22(3)(3), voluntary resignation or termination by the Company with or\nwithout cause.\n\n\n\n                                      -2-\n\n             2.1 Termination and Termination Date. The Committee shall have\ndiscretion to determine whether Optionee has ceased to be a Board Member or a\nconsultant to the Company and Optionee's Termination Date.\n\n             2.2 Exercise of Repurchase Option. At any time within ninety (90)\ndays after the Optionee's Termination Date, the Company, or its assignee, may\nelect to repurchase the Optionee's Unvested Shares by giving Optionee written\nnotice of the Company's exercise of the Repurchase Option.\n\n             2.3 Calculation of Repurchase Price. The Company or its assignee\nshall have the option to repurchase from Optionee (or from Optionee's personal\nrepresentative as the case may be) the Unvested Shares at the Optionee's\nExercise Price, proportionately adjusted for any stock split or similar change\nin the capital structure of the Company as set forth in Section 11 of the Plan.\n\n             2.4 Payment of Repurchase Price. The repurchase price shall be\npayable, at the option of the Company or its assignee, by check or by\ncancellation of all or a portion of any outstanding indebtedness of Optionee to\nthe Company or such assignee, or by any combination thereof. The repurchase\nprice shall be paid without interest within sixty (60) days after exercise of\nthe Repurchase Option.\n\n             2.5 Right of Termination Unaffected. Nothing in this Agreement\nshall be construed to limit or otherwise affect in any manner whatsoever the\nright or power of the Company (or any Parent or Subsidiary of the Company) to\nterminate Optionee's relationship with Company (or the Parent or Subsidiary of\nthe Company) at any time, for any reason or no reason, with or without cause.\n\n        3. ESCROW. As security for Optionee's faithful performance of this\nAgreement, Optionee agrees, immediately upon receipt of the stock certificate(s)\nevidencing the Shares, to deliver such certificate(s), together with the Stock\nPowers executed by Optionee and by Optionee's spouse, if any (with the date and\nnumber of Shares left blank), to the Secretary of the Company or other designee\nof the Company ('Escrow Holder'), who is hereby appointed to hold such\ncertificate(s) and Stock Powers in escrow and to take all such actions and to\neffectuate all such transfers and\/or releases of such Shares as are in\naccordance with the terms of this Agreement. Optionee and the Company agree that\nEscrow Holder will not be liable to any party to this Agreement (or to any other\nparty) for any actions or omissions unless Escrow Holder is grossly negligent or\nintentionally fraudulent in carrying out the duties of Escrow Holder under this\nAgreement. Escrow Holder may rely upon any letter, notice or other document\nexecuted by any signature purported to be genuine and may rely on the advice of\ncounsel and obey any order of any court with respect to the transactions\ncontemplated by this Agreement. The Shares will be released from escrow upon\ntermination in full of the Repurchase Option. At Optionee's request, the Escrow\nHolder will release the Shares from escrow after the Shares have vested.\n\n        4. REPRESENTATIONS OF OPTIONEE. Optionee represents and warrants to the\nCompany 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\n\n                                      -3-\n\n        5. COMPLIANCE WITH SECURITIES LAWS. Optionee understands that the Shares\nhave been registered on Form S-8 under the 1933 Securities Act.\n\n        6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.\n\n             6.1 Legends. Optionee understands and agrees that the Company will\nplace the legends set forth below or similar legends on any stock certificate(s)\nevidencing the Shares, together with any other legends that may be required by\nstate or federal securities laws, the Company's Articles of Incorporation or\nBylaws, any other agreement between Optionee and the Company.\n\n             THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT\n             OF REPURCHASE OPTION HELD BY THE ISSUER AND\/OR ITS ASSIGNEE(S) AS\n             SET FORTH IN A DIRECTORS STOCK OPTION EXERCISE AGREEMENT BETWEEN\n             THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH\n             MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RIGHT\n             OF REPURCHASE IS BINDING ON TRANSFEREES OF THESE SHARES.\n\n             6.2 Stop-Transfer Instructions. Optionee understands and agrees\nthat, to ensure compliance with the restrictions imposed by this Agreement, the\nCompany may issue appropriate 'stop-transfer' instructions to its transfer\nagent, if any, and if the Company transfers its own securities, it may make\nappropriate notations to the same effect in its own records.\n\n             6.3 Refusal to Transfer. The Company will not be required (i) to\ntransfer on its books any Shares that have been sold or otherwise transferred in\nviolation of any of the provisions of this Agreement or (ii) to treat as owner\nof such Shares, or to accord the right to vote or pay dividends to any purchaser\nor other transferee to whom such Shares have been so transferred.\n\n        7. 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             7.1 Section 83(b) Election for Unvested Shares. With respect to\nUnvested Shares, which are subject to the Repurchase Option, unless an election\nis filed by Optionee with the Internal Revenue Service (and, if necessary, the\nproper state taxing authorities), within 30 days of the purchase of the Unvested\nShares, electing pursuant to Section 83(b) of the Internal Revenue Code (and\nsimilar state tax provisions, if applicable) to be taxed currently on any\n\n\n\n                                      -4-\n\ndifference between the Exercise Price of the Unvested Shares and their Fair\nMarket Value on the date of purchase, there may be a recognition of taxable\nincome to the Optionee, measured by the excess, if any, of the Fair Market Value\nof the Unvested Shares at the time they cease to be Unvested Shares, over the\nExercise Price of the Unvested Shares. A Section 83(b) election form is attached\nhereto as Exhibit 4.\n\n        8. 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        9. 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             ( )Husband and wife, as Joint Tenants \n             ( )Husband and wife, as Tenants in Common\n\nThe exact spelling of name(s) under which title to the Shares is to be \ntaken is:_______________________________________________________________________\n________________________________________________________________________________\n\nSubmitted by:                                      Accepted by:\n\n\nOPTIONEE:                                          VERITAS SOFTWARE CORPORATION\n         -----------------------------------\n                  (print name)\n\n---------------------------------------------      By:\n                  (signature)                         --------------------------\n\nDated:                                             Dated:\n       --------------------------------------            -----------------------\n\n\n\n                                      -5-\n\n                                LIST OF EXHIBITS\n\n\nExhibit 1:   Stock Power and Assignment Separate from Stock Certificate\n\nExhibit 2:   Copy of Optionee's Check or other Evidence of Optionee's Payment \n             of Exercise Price\n\nExhibit 3:   Section 83(b) Election\n\n\n\n                                      -6-\n\n                                    EXHIBIT 1\n\n                           STOCK POWER AND ASSIGNMENT\n                         SEPARATE FROM STOCK CERTIFICATE\n\n\n\n\n                           STOCK POWER AND ASSIGNMENT\n\n                         SEPARATE FROM STOCK CERTIFICATE\n\n\n             FOR VALUE RECEIVED and pursuant to that certain Directors Stock\nOption Exercise Agreement dated as of _______________, _____, (the 'Agreement'),\nthe undersigned hereby sells, assigns and transfers unto\n_______________________________, shares of the Common Stock of VERITAS Software\nCorporation (the 'Company'), standing in the undersigned's name on the books of\nthe Company represented by Certificate No(s). ______ delivered herewith, and\ndoes hereby irrevocably constitute and appoint the Secretary of the Company as\nthe undersigned's attorney-in-fact, with full power of substitution, to transfer\nsaid stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS\nAUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.\n\n\nDated:                 ,\n       ----------------, ------\n\n\n                                                   OPTIONEE\n\n\n                                                   -----------------------------\n                                                   (Signature)\n\n                                                   -----------------------------\n                                                   (Please Print Name)\n\n\n                                                   -----------------------------\n                                                   (Spouse's Signature, if any)\n\n                                                   -----------------------------\n                                                   (Please Print Spouse's Name)\n\n\n\nINSTRUCTIONS: Please do not fill in any blanks other than the signature line.\nThe purpose of this Stock Power and Assignment is to enable the Company to\nacquire the shares upon exercise of its 'Repurchase Option' set forth in the\nAgreement without requiring additional signatures on the part of the Optionee or\nOptionee's Spouse, if any.\n\n\n\n\n                                    EXHIBIT 2\n\n                   COPY OF OPTIONEE'S CHECK OR OTHER EVIDENCE\n                     OF OPTIONEE'S PAYMENT OF EXERCISE PRICE\n\n\n\n\n                                    EXHIBIT 3\n\n                             SECTION 83(b) ELECTION\n\n\n                 [FOR REGULAR INCOME TAX - NONQUALIFIED OPTIONS]\n\n                       ELECTION UNDER SECTION 83(b) OF THE\n                              INTERNAL REVENUE CODE\n\nThe undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the\nInternal Revenue Code of 1986, as amended, to include the excess, if any, of the\nfair market value of the property described below at the time of transfer over\nthe amount paid for such property, as compensation for services in the\ncalculation of regular gross income.\n\n1.    TAXPAYER'S NAME:\n                                 -----------------------------------------------\n      TAXPAYER'S ADDRESS:\n                                 -----------------------------------------------\n\n                                 -----------------------------------------------\n      SOCIAL SECURITY NUMBER:\n                                 -----------------------------------------------\n\n\n2.    The property with respect to which the election is made is described as\n      follows: _______ shares of Common Stock of VERITAS Software Corporation\n      (the 'Company') which were transferred upon Taxpayer's exercise of an\n      option granted by the Company to Taxpayer in connection with the\n      performance of Taxpayer's services for the Company.\n\n3.    The date on which the shares were transferred pursuant to the exercise of\n      the option was ________, _____ and this election is made for calendar year\n      _____.\n\n4.    The shares received upon exercise of the option are subject to the\n      following restrictions: The Company may repurchase all or a portion of the\n      shares at the Taxpayer's original purchase price under certain conditions\n      at the time of Taxpayer's termination of services with the Company.\n\n5.    The fair market value of the shares (without regard to restrictions other\n      than restrictions which by their terms will never lapse) was $___ per\n      share at the time of exercise of the option.\n\n6.    The amount paid for such shares upon exercise of the option was $___ per\n      share.\n\n7.    The Taxpayer has submitted a copy of this statement to the Company.\n\nTHIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ('IRS'), AT THE\nOFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER\nTHE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER'S\nINCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT\nTHE CONSENT OF THE IRS.\n\nDated:\n        -------------------------            -----------------------------------\n                                             Taxpayer's Signature\n\n\n\n                                      -2-\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-38203","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\/38203","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=38203"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38203"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38203"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38203"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}