<PAGE>   1
                                                                   EXHIBIT  10.2

                                                       GRANTEE: EDWARD L. PIERCE

                              BINDVIEW CORPORATION

                           RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this "AGREEMENT") is made between BindView
Corporation, a Texas corporation (the "COMPANY"),(1) and the "GRANTEE"
identified above. Unless otherwise indicated, all references to Sections are to
Sections in this Agreement. This Agreement is effective as of the execution date
set forth on the signature page of this Agreement.

1.       BACKGROUND. The Grantee is being hired for a senior executive position
         with the Company in which he will have substantial responsibility for
         the management and growth of the Company and its affiliates. The
         Company considers it to be in the best interests of the Company and its
         shareholders to provide the Grantee with additional stock-based
         incentives, thereby encouraging the Grantee to continue in the employ
         of the Company and/or its affiliates.

2.       DEFINITIONS. For purposes of this Agreement, the following terms have
         the meanings set forth below.

2.1      BINDVIEW COMPANY means BindView and its affiliates. For purposes of
         this Agreement, (i) an affiliate of a Person is defined as any other
         Person that controls or is controlled by or is under common control
         with that Person, and (ii) control is defined as the direct or indirect
         ownership of at least fifty percent (50%) of the equity or beneficial
         interest in such Person or the right to vote for or appoint a majority
         of the board of directors or other governing body of such Person.

2.2      EMPLOYMENT AGREEMENT means the Employment Agreement being
         contemporaneously entered into by the Grantee and the Company.

2.3      FAIR MARKET VALUE has the meaning set forth in the Plan.

2.4      IMMEDIATE FAMILY MEMBER has the meaning set forth in the Plan.

2.5      PERSON means a natural person, corporation, partnership, or other legal
         entity, or a joint venture of two or more of the foregoing.

2.6      PLAN means the Company's incentive stock plan identified in Schedule 1.

2.7      PROMISSORY NOTE means the promissory note contemporaneously executed by
         the Grantee and delivered to the Company in payment of the Purchase
         Price.

2.8      PURCHASE PRICE means the purchase price at which the Grantee is
         purchasing the Shares as set forth in Schedule 1.

2.9      REPURCHASE PERIOD and REPURCHASE RIGHT - see Section 6.

2.10     RESTRICTED STOCK has the meaning set forth in the Plan.

-------------------
(1)  "BindView Corporation" is a registered assumed name of BindView
     Development Corporation.



                                                                          PAGE 1

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                                                       GRANTEE: EDWARD L. PIERCE

2.11     SCHEDULE 1 and SCHEDULE 2 mean, respectively, Schedule 1 and Schedule 2
         set forth at the end of this Agreement above the parties' signatures.

2.12     SHARES means the shares of Restricted Stock, no par value per share,
         granted to the Grantee pursuant to this Agreement as set forth in
         Schedule 1.

2.13     STOCK has the meaning set forth in the Plan.

2.14     TERMINATION DATE means the date on which the Grantee is no longer
         employed by any BindView Company. (The fact that the Grantee ceases to
         be employed by one BindView Company will not cause a Terminate Date to
         occur if the Grantee is immediately thereafter employed by another
         BindView Company.)

3.       RESTRICTED STOCK AWARD. The Company hereby awards and delivers, and the
         Grantee hereby accepts, the Shares, in consideration of (i) the
         provision of services to the Company by the Grantee, and (ii) the
         payment by the Grantee of the Purchase Price. The Purchase Price shall
         be payable by execution and delivery by the Grantee of the Promissory
         Note. Such award is made by the Company and accepted by the Grantee
         pursuant to, and subject to the terms and conditions of, the Plan. The
         Grantee acknowledges that he has received a copy of the Plan.

4.       VESTING. Provided that the Purchaser remains continuously employed by
         the Company or another BindView Company, the Shares shall vest in
         accordance with Schedule 1.

5.       RESTRICTIONS ON TRANSFERS OF SHARES.

5.1      Unvested Shares may not be sold, transferred, assigned, pledged, or
         otherwise disposed of or encumbered, by operation of law or otherwise,
         except as expressly provided otherwise in the Plan.

5.2      In addition, no Shares may be sold, etc., even though vested, unless
         the Executive has paid the Company certain installments of principal
         and interest under the Promissory Note, as set forth in Schedule 2.

5.3      The Plan shall control in the event of the Purchaser's death or
         Disability, or termination of the Purchaser's employment for any
         reason.

6.       REPURCHASE OF SHARES.

6.1      During the 60-day period following the Termination Date (the
         "REPURCHASE PERIOD"), the Company shall have a "REPURCHASE RIGHT"
         consisting of the right and obligation to repurchase all of the
         unvested Shares, if any, at the Purchase Price, from (i) the Grantee,
         or (ii) any Immediate Family Member (if any) to whom any such unvested
         Shares have been transferred per Section 6.2 of the Plan.

6.2      The repurchase price will be paid in cash at a time set by the Company
         within thirty (30) days after the end of the Repurchase Period,
         provided that the Grantee or Immediate Family Member has executed the
         transfer documents required under applicable law.



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                                                       GRANTEE: EDWARD L. PIERCE

6.3      If the Grantee or Immediate Family Member fails to execute the required
         transfer documents, then the Shares represented by such transfer
         documents shall be deemed to have been repurchased upon (a) the payment
         by the Company of the repurchase price to the Grantee or the Immediate
         Family Member, as applicable, or (b) notice to the Grantee or the
         Immediate Family Member, as applicable, that the Company is holding the
         repurchase price for the account of the Grantee or the Immediate Family
         Member. Upon such payment or notice, the Grantee and the Immediate
         Family member will have no further rights in or to such Shares.

7.       CERTAIN TAX CONSIDERATIONS.

7.1      The Grantee shall make arrangements reasonably satisfactory to the
         Company to satisfy any applicable federal, state or local withholding
         tax obligations arising with respect to the Shares. If the Grantee
         fails to satisfy any such obligations in a time and manner reasonably
         satisfactory to the Company, then the Company may withhold all required
         amounts from any compensation or other amounts which the Company is
         obligated to pay under the Employment Agreement or any other agreement
         between the Grantee and the Company.

7.2      The Grantee acknowledges that (a) the Grantee has been informed of the
         availability of making an election in accordance with Section 83(b) of
         the Internal Revenue Code of 1986, as amended; (b) such election must
         be filed with the Internal Revenue Service within a certain period of
         time; (c) the Grantee is solely responsible for making such election;
         and (d) under Section 4.6 of the Plan as in effect on the Grant Date,
         the Grantee may not make such election without written approval of the
         Compensation Committee of the Company's Board of Directors.

8.       EFFECT OF AGREEMENT ON OTHER RIGHTS.

8.1      This Agreement shall not diminish or enhance other rights which the
         Grantee (or his estate, survivors or heirs) may have under any other
         contract, employee benefit plan or policy of the Company except as
         expressly provided in this Agreement.

8.2      Nothing in this Agreement shall be deemed (i) to constitute an
         employment contract, express or implied, nor (ii) to impose any
         obligation on the Company or any affiliate thereof to employ the
         Grantee at all or on any particular terms, nor (iii) to amend any other
         agreement between the Grantee and the Company or any affiliate thereof;
         nor (iv) to impose any obligation on the Grantee to work for the
         Company or any affiliate thereof, nor (v) to limit the right of the
         Company to terminate the Grantee's employment for any reason, with or
         without cause, nor (vi) to limit the Grantee's right to resign from
         employment.

9.       ARBITRATION. Any dispute arising out of or relating to this Agreement
         or its validity, enforceability, or breach will be arbitrated in
         accordance with the arbitration provisions of the Employment Agreement.

10.      OTHER PROVISIONS. The section of the Employment Agreement entitled
         "Other Provisions" is hereby incorporated by reference into this
         Agreement.


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                                                       GRANTEE: EDWARD L. PIERCE

                                   SCHEDULE 1

Plan                              BindView Development Corporation
                                  Omnibus Incentive Plan
--------------------------------------------------------------------------------
Grant Date                        May 1, 2001
--------------------------------------------------------------------------------
Purchase Price                    Fair Market Value on the Grant Date ($2.61
                                  per Share)
--------------------------------------------------------------------------------
Number of Shares                  400,000
--------------------------------------------------------------------------------
                                VESTING SCHEDULE
                              (four-year vesting):
--------------------------------------------------------------------------------
        EVENT                         DATE               NO. OF SHARES VESTED
--------------------------------------------------------------------------------
Vesting Start Date:           Grant Date                 None
--------------------------------------------------------------------------------
First Vesting Date            Grant Date plus one year   one-fourth (1/4) of
                                                         the full number of
                                                         Shares
--------------------------------------------------------------------------------
Subsequent vesting dates      each three (3) months      an additional one-
                              after the First Vesting    sixteenth (1/16) of the
                              Date                       full number of Shares,
                                                         until vested as to
                                                         100% of the Shares
--------------------------------------------------------------------------------

                                   SCHEDULE 2

(Based on principal amount of $1,044,000.00 at 6% per annum, simple interest
paid quarterly)


<TABLE>
<CAPTION>

     Date        Principal          Principal        Interest Due        Total Payment                  Remaining
                Portion Due         Amount Due                                                           Balance
-------------------------------------------------------------------------------------------------------------------
<S>             <C>              <C>                 <C>                 <C>                      <C>
      4/30/2002           1/4        $261,000.00       $62,640.00          $323,640.00                 $783,000.00
-------------------------------------------------------------------------------------------------------------------
      7/31/2002          1/16         $65,250.00       $11,745.00           $76,995.00                 $717,750.00
-------------------------------------------------------------------------------------------------------------------
     10/31/2002          1/16         $65,250.00       $10,766.25           $76,016.25                 $652,500.00
-------------------------------------------------------------------------------------------------------------------
      1/31/2003          1/16         $65,250.00        $9,787.50           $75,037.50                 $587,250.00
-------------------------------------------------------------------------------------------------------------------
      4/30/2003          1/16         $65,250.00        $8,808.75           $74,058.75                 $522,000.00
-------------------------------------------------------------------------------------------------------------------
      7/31/2003          1/16         $65,250.00        $7,830.00           $73,080.00                 $456,750.00
-------------------------------------------------------------------------------------------------------------------
     10/31/2003          1/16         $65,250.00        $6,851.25           $72,101.25                 $391,500.00
-------------------------------------------------------------------------------------------------------------------
      1/31/2004          1/16         $65,250.00        $5,872.50           $71,122.50                 $326,250.00
-------------------------------------------------------------------------------------------------------------------
      4/30/2004          1/16         $65,250.00        $4,893.75           $70,143.75                 $261,000.00
-------------------------------------------------------------------------------------------------------------------
      7/31/2004          1/16         $65,250.00        $3,915.00           $69,165.00                 $195,750.00
-------------------------------------------------------------------------------------------------------------------
     10/31/2004          1/16         $65,250.00        $2,936.25           $68,186.25                 $130,500.00
-------------------------------------------------------------------------------------------------------------------
      1/31/2005          1/16         $65,250.00        $1,957.50           $67,207.50                  $65,250.00
-------------------------------------------------------------------------------------------------------------------
      4/30/2005          1/16         $65,250.00          $978.75           $66,228.75                       $0.00
-------------------------------------------------------------------------------------------------------------------
</Table>

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                                                       GRANTEE: EDWARD L. PIERCE

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES,
WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing
this Agreement, the Grantee acknowledges that the Grantee (1) has read and
understood the entire Agreement; (2) has received a copy of it (3) has had the
opportunity to ask questions and consult counsel or other advisors about its
terms; and (4) agrees to be bound by it. Executed May 1, 2001.


BINDVIEW CORPORATION, BY:                   GRANTEE:

------------------------------              ------------------------------------
Richard P.  Gardner, President              Edward L. Pierce
and Chief Executive Officer


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