Common use of Post-Employment Compensation and Benefits Clause in Contracts

Post-Employment Compensation and Benefits. In the event of any termination of the Employment, by either the Company or the Employee, the Company and the Employee will have the following obligations concerning compensation and benefits. (a) Any amounts payable under Section 3 which shall have been earned but not yet paid, including without limitation vacation pay, shall be paid by the Company to the Employee. (b) If the Employment is terminated because of (i) the death of the Employee, or (ii) by the Company because of the inability of the Employee to perform his duties hereunder, by reason of physical or mental injury or illness, incapacitating him for a continuous period exceeding three months, excluding any leaves of absence approved by the Company ("Disability"), then the Company will pay to the Employee, or to the Employee's heirs, assigns, successors-in-interest, or legal representatives) any and all salary, other benefits or incentive payments earned, accrued or provided to or by the Employee under this Agreement, or granted to the Employee by the officers and/or board of directors of the Company, through the date of the Employee's death or disability and not already paid. (c) Depending on the reason for termination of the Employment, the Employee will be entitled to a Severance Period as set forth in Schedule 1. (1) Except as provided in subparagraph (2), during the Severance Period, if any, the Company shall pay the Employee the following "Severance Payments," namely: (i) the amounts described in Section 3(a), and (ii) a series of quarterly bonus payments such so that the aggregate amount of such bonus payments is equal to the On-Target Amount called for by Section 3(b) times the number of years in the Severance Period. The respective amounts of the bonus payments called for by clause (ii) of the previous sentence will be computed each quarter as though the Company had exactly met its financial performance objectives as set forth in the Company's then-current bonus plan for its senior executives. The amount of any such bonus payment will not be decreased if the Company in fact fails to meet its financial performance objectives for the quarter in question, nor will it be increased if the Company in fact exceeds such objectives. (2) The length of the Severance Period will be adjusted in accordance with Schedule 1 if, as of the effective date of termination of the Employment ("Termination Date"), the Employee's "Options Profit," as defined below, is less than ONE MILLION DOLLARS (US $1 million). The Options Profit is defined as the "Exercised Gain" plus the "Unexercised Gain" for the "Option Shares," all as defined below:

Post-Employment Compensation and Benefits. In Subject to withholding for taxes and other amounts required by law to be withheld, and to the event terms of any termination applicable benefit plans, Executive shall receive the compensation and benefits described in this paragraph, provided that Executive does not revoke this Agreement pursuant to paragraph 3(e). Executive acknowledges and agrees that the releases, promises and obligations of the Employment, by either the Company or the Employee, the Company and the Employee will have the following obligations concerning compensation Company Affiliates pursuant to this Agreement constitute good and benefitsvaluable consideration for Executive's entering into this Agreement. (a) Any amounts payable under Section 3 Executive shall receive an amount equal to Two Million, Thirty-Nine Thousand, Two Hundred Sixty-Five U.S. Dollars ($2,039,265) ("Severance"), of which shall have been earned but not yet paid, including without limitation vacation pay, (i) One Million Six Hundred Two Thousand Four Hundred Seventy-Eight U.S. Dollars ($1,602,478) which shall be paid by on January 30, 2004 and (ii) Four Hundred Thirty-Six Thousand Seven Hundred Eighty-Seven U.S. Dollars ($436,787) shall be paid on July 18, 2005. The Severance is inclusive of all severance benefits, salary, short-term and long-term bonuses, and in lieu of any and all other compensation (if any) to which Executive may be entitled, including, without limitation, any payments arising under the Employment Agreement, from Company or any Initials of Parties Executive _____________ Company _______________ Company Affiliate, except as otherwise expressly provided in this paragraph 2, and including salary and other amounts Executive is entitled to through the EmployeeResignation Date. Except for the portion of this payment attributable to accrued unpaid salary, this payment shall not be considered earnings for purposes of the retirement, savings, 401(k) or other employee benefit plans of Company or any Company Affiliate. (b) If the Employment is terminated because Executive shall not be eligible for any awards under an incentive compensation plan of (i) the death of the Employee, Company or (ii) by the any Company because of the inability of the Employee to perform his duties hereunder, by reason of physical or mental injury or illness, incapacitating him for a continuous period exceeding three months, excluding any leaves of absence approved by the Company ("Disability"), then the Company will pay to the Employee, or to the Employee's heirs, assigns, successors-in-interest, or legal representatives) any and all salary, other benefits or incentive payments earned, accrued or provided to or by the Employee under this Agreement, or granted to the Employee by the officers and/or board of directors of the Company, through the date of the Employee's death or disability and not already paidAffiliate. (c) Depending on All warrants for the reason for termination purchase of Company common stock previously awarded or granted to Executive are fully vested as of the Employment, Resignation Date and are exercisable (according to the Employee will be entitled terms of the respective plan or scheme pursuant to a Severance Period as set forth in Schedule 1which such warrants were issued) for the remainder of their respective exercise terms. (1d) All shares of Company common stock subject to forfeiture awarded or granted to Executive shall become fully non-forfeitable as of the Resignation Date. (e) Executive shall be eligible to continued group health plan coverage under Company's medical and dental plan in accordance with the terms of provisions of such plan for a period of 18 months from the Resignation Date at no charge to Executive. (f) Company shall reimburse Executive for up to $24,900 of the cost of life insurance purchased after the Resignation Date upon submission to Company of proof of payments by Executive. (g) Except as otherwise expressly provided in subparagraph (this paragraph 2, nothing in this Agreement shall limit or reduce any benefits or rights Executive may have under any retirement, savings, deferred compensation, 401(k), during or any other employee benefit plan of Company or any Company Affiliate, or pursuant to any personal life insurance, health or annuity contract that Executive may have with Company or any Company Affiliate; provided, further, that, notwithstanding the Severance Period, if any, the Company shall pay the Employee the following "Severance Payments," namely: (i) the amounts described in provisions of this Section 3(a2(f), and (ii) a series neither Company nor any Company Affiliate shall be liable to Executive for any non-vested matching funds or other non-vested benefits under any retirement, savings, deferred compensation, 401(k), or any other employee benefit plan of quarterly bonus payments such so that the aggregate amount of such bonus payments is equal to the On-Target Amount called for by Section 3(b) times the number of years in the Severance Period. The respective amounts of the bonus payments called for by clause (ii) of the previous sentence will be computed each quarter as though the Company had exactly met its financial performance objectives as set forth in the Company's then-current bonus plan for its senior executives. The amount of or any such bonus payment will not be decreased if the Company in fact fails to meet its financial performance objectives for the quarter in question, nor will it be increased if the Company in fact exceeds such objectivesAffiliate. (2h) The length Attached hereto as Schedule "A" is a listing of all of Executive's common stock subject to forfeiture described in this Section 2 that are outstanding as of this Agreement, along with the Severance Period will be adjusted relevant grant dates. This common stock shall become vested on the Resignation Date in accordance with Schedule 1 if, as of the effective date of termination of the Employment ("Termination Date"), the Employee's "Options Profit," as defined below, is less than ONE MILLION DOLLARS (US $1 million). The Options Profit is defined as the "Exercised Gain" plus the "Unexercised Gain" for the "Option Shares," all as defined below:2(d) above.

Post-Employment Compensation and Benefits. In Subject to withholding for taxes and other amounts required by law to be withheld, and to the event terms of any termination applicable benefit plans, Executive shall receive the compensation and benefits described in this paragraph, provided that Executive does not revoke this Agreement pursuant to paragraph 3(e). Executive acknowledges and agrees that the releases, promises and obligations of the Employment, by either the Company or the Employee, the Company and the Employee will have the following obligations concerning compensation Company Affiliates pursuant to this Agreement constitute good and benefitsvaluable consideration for Executive's entering into this Agreement. (a) Any amounts payable under Section 3 Executive shall receive an amount equal to One Million Seven Hundred Fifty-Seven Thousand Seven Hundred Forty-Seven U.S. Dollars ($1,757,747) ("Severance"), of which shall have been earned but not yet paid, including without limitation vacation pay, (i) One Million Two Hundred Twenty-One Thousand Two Hundred Ninety-Six U.S. Dollars ($1,221,296) shall be paid by on January 30, 2004 and (ii) Five Hundred Thirty-Six Thousand Four Hundred Fifty-One ($536,451) shall be paid on July 18, 2005. The Severance is inclusive of all severance benefits, salary, short-term and long-term bonuses, and in lieu of any and all other compensation (if any) to which Executive may be entitled, including, without limitation, any payments arising under the Employment Agreement, from Company or any Initials of Parties Executive _____________ Company _______________ Company Affiliate, except as otherwise expressly provided in this paragraph 2, and including salary and other amounts Executive is entitled to through the EmployeeResignation Date. Except for the portion of this payment attributable to accrued unpaid salary, this payment shall not be considered earnings for purposes of the retirement, savings, 401(k) or other employee benefit plans of Company or any Company Affiliate. (b) If the Employment is terminated because Executive shall not be eligible for any awards under an incentive compensation plan of (i) the death of the Employee, Company or (ii) by the any Company because of the inability of the Employee to perform his duties hereunder, by reason of physical or mental injury or illness, incapacitating him for a continuous period exceeding three months, excluding any leaves of absence approved by the Company ("Disability"), then the Company will pay to the Employee, or to the Employee's heirs, assigns, successors-in-interest, or legal representatives) any and all salary, other benefits or incentive payments earned, accrued or provided to or by the Employee under this Agreement, or granted to the Employee by the officers and/or board of directors of the Company, through the date of the Employee's death or disability and not already paidAffiliate. (c) Depending on All warrants for the reason for termination purchase of Company common stock previously awarded or granted to Executive are fully vested as of the Employment, Resignation Date and are exercisable (according to the Employee will be entitled terms of the respective plan or scheme pursuant to a Severance Period as set forth in Schedule 1which such warrants were issued) for the remainder of their respective exercise terms. (1d) Executive shall be eligible to continued group health plan coverage under Company's medical and dental plan in accordance with the terms of provisions of such plan for a period of 18 months from the Resignation Date at no charge to Executive. (e) Company shall reimburse Executive for up to $27,504 of the cost of life insurance purchased after the Resignation Date upon submission to Company of proof of payments by Executive. (f) Except as otherwise expressly provided in subparagraph (this paragraph 2, nothing in this Agreement shall limit or reduce any benefits or rights Executive may have under any retirement, savings, deferred compensation, 401(k), during or any other employee benefit plan of Company or any Company Affiliate, or pursuant to any personal life insurance, health or annuity contract that Executive may have with Company or any Company Affiliate; provided, further, that, notwithstanding the Severance Period, if any, the Company shall pay the Employee the following "Severance Payments," namely: (i) the amounts described in provisions of this Section 3(a2(f), and (ii) a series of quarterly bonus payments such so that the aggregate amount of such bonus payments is equal neither Company nor any Company Affiliate shall be liable to the OnExecutive for any non-Target Amount called for by Section 3(b) times the number of years in the Severance Period. The respective amounts of the bonus payments called for by clause (ii) of the previous sentence will be computed each quarter as though the Company had exactly met its financial performance objectives as set forth in the Company's thenvested matching funds or other non-current bonus plan for its senior executives. The amount of vested benefits under any such bonus payment will not be decreased if the Company in fact fails to meet its financial performance objectives for the quarter in questionretirement, nor will it be increased if the Company in fact exceeds such objectives. (2) The length of the Severance Period will be adjusted in accordance with Schedule 1 ifsavings, as of the effective date of termination of the Employment ("Termination Date"deferred compensation, 401(k), the Employee's "Options Profit," as defined below, is less than ONE MILLION DOLLARS (US $1 million). The Options Profit is defined as the "Exercised Gain" plus the "Unexercised Gain" for the "Option Shares," all as defined below:or any other employee benefit plan of Company or any Company Affiliate.

Post-Employment Compensation and Benefits. In the event of any termination of the Employment, by either the Company or the EmployeeCompany, by Gardxxx, xx by Gardxxx'x xxxth, the Company and the Employee will Gardxxx xxxl have the following obligations concerning compensation and benefits. (a) Any amounts payable under Section 3 which shall have been earned but not yet paid, including without limitation vacation pay, shall be paid by the Company to the EmployeeGardxxx. (b) If the Employment is terminated because of (i) the death of the EmployeeGardxxx, or xx (ii) by the Company because of the inability of the Employee to Gardxxx xx perform his duties hereunder, by reason of physical or mental injury or illness, incapacitating him for a continuous period exceeding three months, excluding any leaves of absence approved by the Company ("Disability"), then the Company will pay to the EmployeeGardxxx, or xx to the Employee's heirsGardxxx'x xxxrs, assigns, successors-in-interest, or legal representatives) any and all salary, other benefits or incentive payments earned, accrued or provided to or by the Employee under Gardxxx xxxer this Agreement, or granted to the Employee by Gardxxx xx the officers and/or board of directors of the Company, through the date of the Employee's death Gardxxx'x xxxth or disability and not already paid. In the event of such termination, any vesting of Gardxxx'x xxxck options will be in accordance with the BindView Development Corporation Omnibus Incentive Plan, as it may be amended by the Board from time to time (the "Plan"). (c) Depending on the reason Except for termination of under Section 4(b), if the EmploymentEmployment is terminated (i) by the Company other than for Cause as defined below, the Employee will or (ii) by Gardxxx xxxh Good Reason as defined below, then Gardxxx xxxl be entitled to a Severance Period as set forth in Schedule 1the following post-termination benefits. (1) Except as provided in subparagraph Fifty percent (2), during the Severance Period, if any, the Company shall pay the Employee the following "Severance Payments," namely: (i) the amounts described in Section 3(a), and (ii) a series of quarterly bonus payments such so that the aggregate amount of such bonus payments is equal to the On-Target Amount called for by Section 3(b) times the number of years in the Severance Period. The respective amounts of the bonus payments called for by clause (ii50%) of the previous sentence will be computed each quarter as though the Company had exactly met its financial performance objectives as set forth all unvested options in the Company's then-current bonus plan for its senior executives. The amount common stock held by Gardxxx xx the date of any such bonus payment will not be decreased if termination of the Employment by the Company or by Gardxxx ("Xermination Date") shall vest and become immediately exercisable on the Termination Date; provided, however, that in fact fails to meet its financial performance objectives for the quarter event of a Change of Control as defined below, one hundred percent (100%) of all unvested options in question, nor will it be increased if the Company in fact exceeds such objectivesCompany's common stock held by Gardxxx xx the Termination Date shall vest and become immediately exercisable on the Termination Date. (2) The length Company shall pay Gardxxx x xeparation payment within 30 days after the Termination Date. The amount of the Severance Period separation payment will be adjusted in accordance with Schedule 1 if, as either (i) 36 times the average of Gardxxx'x xxxthly base salary for the effective date of termination of 12 months immediately preceding the Employment ("Termination Date"), or such shorter period over which Gardxxx xxx continuously employed by the EmployeeCompany, or (ii) 12 times the average of Gardxxx'x xxxthly base salary for the 12 months immediately preceding the Termination Date, or such shorter period over which Gardxxx xxx continuously employed by the Company, if the vested portion(s) of Gardxxx'x xxxion(s) in the Company's "Options Profit," stock have appreciated by at least $10 million, as defined below, is less than ONE MILLION DOLLARS (US $1 million). The Options Profit vested portion(s) of Gardxxx'x xxxion(s) in the Company's stock will be deemed to have appreciated by $10 million if the closing market price of the Company's publicly-traded stock on the Termination Date (or the previous trading day if the Termination Date is defined not a trading day) exceeds a price that would result in Gardxxx xxxing a profit of $10 million (before any applicable (i) commissions and other costs of sale and (ii) applicable taxes), if he were to exercise his option(s) as to all vested portion(s) (taking into account all acceleration of vesting, if any) and sell all resulting shares at such price, whether or not Gardxxx'x xxxion(s) have in fact been exercised as to such vested portion(s) and whether or not Gardxxx xxx previously sold any shares as to which the "Exercised Gain" plus the "Unexercised Gain" for the "Option Shares," all as defined below:option(s) have in fact been exercised.