<PAGE>   1
                                                                    EXHIBIT 10.9

                                                       EXECUTIVE:  KEVIN P. COHN


                              BINDVIEW CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView
Development Corporation, a Texas corporation (the "COMPANY"),(1) and the
"EXECUTIVE" identified above. Unless otherwise indicated, all references to
Sections are to Sections in this Agreement. This Agreement is effective as of
the date executed by the Executive as written on the signature page ("EFFECTIVE
DATE").

1.       BACKGROUND. The Company desires to obtain the services of the
         Executive, and the Executive desires to be employed by the Company upon
         the terms and conditions set forth in this Agreement.

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

2.1      BINDVIEW BUSINESS is intentionally defined broadly in view of the
         Executive's senior position with the Company; it means (1) any business
         engaged in by the Company or any other BindView Company during the
         Executive's Employment, or (2) any other business as to which the
         Company or any other BindView Company has made demonstrable preparation
         to engage in during such Employment and (i) in which preparation the
         Executive materially participated, or (ii) concerning which preparation
         the Executive had access to Confidential Information.

2.2      BINDVIEW COMPANY or BINDVIEW COMPANIES 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.

2.3      BINDVIEW INVENTION means any Invention that is made, conceived, or
         reduced to practice by any person (in whole or in part, either alone or
         jointly with others, whether or not during regular working hours),
         whether or not potentially patentable or copyrightable in the U.S. or
         elsewhere, and the Invention either: (i) involves equipment, supplies,
         facilities, or trade secret information of any BindView Company; (ii)
         involves the time for which the person was compensated by any BindView
         Company; (iii) relates to any BindView Business; or (iv) results, in
         whole or in part, from work which the person performed for any BindView
         Company.

2.4      BINDVIEW MATERIALS means any and all reports, notes, emails, manuals,
         computer programs or data, photographs, and all other recorded,
         written, or printed matter, in any format (including but not limited to
         electronic and hard-copy formats), (i) that the Executive receives from
         any BindView Company, or (ii) that the Executive creates during the
         Employment and that relate to any BindView Business, or (iii) that
         contain Confidential Information of any BindView Company.

---------------------------

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


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                                                        EXECUTIVE: KEVIN P. COHN


2.5      CAUSE means any one or more of the following:

         (a)      any conviction of, or plea of guilty or nolo contendere to,
                  any felony, whether of the United States or any state thereof
                  or any similar foreign law to which the Executive may be
                  subject;

         (b)      the commission of any act of fraud or gross negligence by the
                  Executive in the course of his Employment which, in the case
                  of gross negligence, has a materially adverse effect on the
                  business or financial condition of the Company;

         (c)      the commission of repeated material breaches of this Agreement
                  by the Executive where the Company notifies the Executive in
                  writing of each such material breach, and prior to
                  termination, the Company gives the Executive thirty (30) days
                  advance written notice of its intention to terminate the
                  Employment for Cause at the end of such thirty-day period.

         (d)      any willful material misrepresentation at any time by the
                  Executive to the Company;

         (e)      the Executive's willful failure or refusal to comply with any
                  of his material obligations under this Agreement or to comply
                  with a reasonable and lawful instruction of the Board, (other
                  than for reason of the Executive's physical or mental
                  incapacity), which in each case continues for a period of 15
                  days after the Executive's receipt of a written notice from
                  the Board identifying the objectionable action or inaction by
                  the Executive;

         (f)      any willful or grossly negligent failure substantially to
                  comply with any written rules, regulations, policies or
                  procedures of the Company furnished to the Executive which, if
                  not complied with, would reasonably be expected to have a
                  material adverse effect on the business or financial condition
                  of the Company; or

         (g)      any willful failure to comply with the Company's policies
                  regarding insider trading as adopted by the Board from time to
                  time.

         Notwithstanding the foregoing, any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Board or
         upon the instructions of the Chief Executive Officer of the Company or
         based upon the advice of counsel for the Company shall be conclusively
         presumed to be done, or omitted to be done, by the Executive in good
         faith and in the best interests of the Company and thus shall not be
         deemed grounds for termination for Cause.

2.6      CONFIDENTIAL INFORMATION means information of any BindView Business
         that the Executive learns in the course of the Employment, other than
         information which the Executive can show: (i) was in the Executive's
         possession or within the Executive's knowledge before the Employment;
         or (ii) is or becomes generally known to persons who could take
         economic advantage of it, other than officers, directors, and employees
         of the BindView Companies, without breach of an obligation to a
         BindView Company; or (iii) the Executive obtained from a party having
         the right to disclose it without violation of an obligation to a
         BindView Company; or (iv) is required to be disclosed pursuant to legal
         process (e.g., a subpoena), provided that the Executive notifies the
         Company immediately upon receiving or becoming aware of the legal
         process in question. No combination of information will be deemed to be
         within any of the four exceptions (i) through (iv) in the previous
         sentence, however, whether or not the component parts of the
         combination are within one or more exceptions,


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                                                        EXECUTIVE: KEVIN P. COHN

         unless the combination itself and its economic value and principles of
         operation are themselves within such an exception.

2.7      DESIGNATED OWNER means (i) the Company or (ii) if from time to time the
         Company designates one or more other BindView Companies to own certain
         inventions or other intellectual-property rights, such designated other
         BindView Company.

2.8      DISABILITY means the inability of the Executive 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.

2.9      EMPLOYMENT means the Executive's employment with the Company.

2.10     EXECUTIVE BONUS - see Section 4.2.

2.11     GOOD REASON means only the following events, and specifically excluding
         any such event that occurs (i) for reason of the Executive's physical
         or mental incapacity or (ii) with the Executive's prior consent:

         (a)      (1) a removal of the Executive from his position with the
                  Company, or (2) the assignment by the Company to the Executive
                  of duties that are materially inconsistent with the
                  Executive's position with Company immediately prior to such
                  assignment, or (3) the removal by the Company from the
                  Executive of a material portion of those duties actually
                  appertaining to the Executive, and/or those duties usually
                  appertaining to the Executive's position with the Company,
                  immediately prior to such removal; or

         (b)      the Executive no longer reports directly to the chief
                  executive officer of the Company; or

         (c)      a reduction by the Company in the amount of the Employee's
                  base salary or of the On-Target Amount, except as part of an
                  across-the-board reduction for the Company's senior executives
                  generally.

2.12     INVENTION means any and all inventions, discoveries, and improvements,
         whether or not patentable, along with any and all materials and work
         product relating thereto.

2.13     ON-TARGET AMOUNT has the meaning set forth in Schedule 1.

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

2.15     RESIGN FOR GOOD REASON means that all of the following occur:

         (a)      the Company gives the Executive notice, formal or informal, in
                  accordance with this Agreement or otherwise, of the occurrence
                  of one or more events constituting Good Reason (other than a
                  formal or informal notice that the Employment will be
                  terminated);

         (b)      within 20 days after receiving the first such notice or any
                  subsequent such notice, the Executive provides the Company
                  with notice, in accordance with this Agreement, that the
                  Executive deems such event to constitute Good Reason;


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                                                        EXECUTIVE: KEVIN P. COHN

         (c)      the Company fails to revoke, rescind, or cancel the event that
                  was the subject of the notice under subparagraph (b) within 10
                  days after such notice; and

         (d)      within five business days after the end of the 10-day period
                  in subparagraph (c), the Executive delivers to the Company a
                  notice of resignation in accordance with this Agreement and
                  states therein that the resignation is for the Good Reason set
                  forth in the notice under subparagraph (b).

2.16     RESTRICTIONS and RESTRICTION PERIOD - see Section 10.1.

2.17     SCHEDULE 1 means Schedule 1 set forth at the end of this Agreement
         above the parties' signatures.

2.18     SEVERANCE BENEFITS means the post-employment compensation and benefits
         to be provided to the Executive by the Company in certain
         circumstances, as set forth in Section 6.

2.19     TRIBUNAL means an arbitration panel, court, or other body of competent
         jurisdiction that is deciding a matter relating to this Agreement.

3.       EMPLOYMENT.

3.1      Subject to the terms and conditions hereinafter set forth, the Company
         hereby agrees to employ the Executive, and the Executive hereby agrees
         to serve the Company, in the position referred to in Schedule 1. In
         that connection, the Executive will (i) devote his full time,
         attention, and energies to the business of the Company and will
         diligently and to the best of his ability perform all duties incident
         to his employment hereunder; (ii) use his best efforts to promote the
         interests and goodwill of the Company; (iii) perform such other duties
         commensurate with his office as the Chief Executive Officer of the
         Company (or such other Company executive to whom the Executive reports,
         as determined by the Chief Executive Officer) may from time to time
         assign to him.

3.2      Section 3.1 shall not be construed as preventing the Executive from (i)
         serving on corporate, civic or charitable boards or committees, (ii)
         engaging in other business activities that do not represent a conflict
         of interest with the full execution of his duties to the Company, or
         (iii) making investments in other businesses or enterprises; provided
         in no event shall any such service, business activity or investment
         require the provision of substantial services by the Executive to the
         operations or the affairs of such businesses or enterprises such that
         the provision thereof would interfere in any respect with the
         performance of the Executive's duties hereunder.

4.       COMPENSATION AND BENEFITS DURING EMPLOYMENT. During the Employment, the
         Company shall provide compensation and benefits to the Executive as
         follows.

4.1      The Company shall pay the Executive, subject to the terms and
         conditions of this Agreement, a monthly base salary at the rate of not
         less than the initial salary set forth in Schedule 1, payable in
         accordance with the normal payroll practices of the Company but in no
         less than equal bi-weekly installments, less withholding required by
         law or agreed to by the Executive.

4.2      As additional compensation for services hereunder, the Executive shall
         be eligible for a contingent "Executive Bonus" with an annual On-Target
         Amount as set forth in Schedule 1 (except that the


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                                                        EXECUTIVE: KEVIN P. COHN

         On-Target Amount for the calendar year in which the Employment begins
         will be reduced pro rata by the number of days elapsed in such year on
         the Effective Date). The actual amount of the Executive Bonus in any
         given year, if any, will be determined by and contingent upon the
         Company's achievement of financial performance objectives set by the
         Company from time to time in its discretion for determining payment of
         bonuses to its executives. The Executive Bonus, if any, will be paid at
         the same time and in the same manner as the payment of bonuses to other
         executives of the Company as determined by the Company in its
         discretion.

4.3      The Executive shall, upon satisfaction of any eligibility requirements
         with respect thereto, be entitled to participate in all employee
         benefit plans of the Company, including but not limited to those
         health, dental, accidental death and dismemberment, and long term
         disability plans, 401(k) plans, pension or profit-sharing plans, stock
         option plans, and similar benefits, of the Company now or hereafter in
         effect that are made available to executive officers of the Company and
         on the same terms as offered to other executive officers of the
         Company.

4.4      The Company shall maintain for the Executive any specific benefits
         summarized in Schedule 1.

4.5      The Company will reimburse the Executive for reasonable business
         expenses incurred by the Executive in connection with the Employment in
         accordance with the Company's then-current policies and IRS guidelines.

4.6      During the Employment the Executive shall be entitled to sick leave,
         holidays, and an annual vacation, all in accordance with the regular
         policy of the Company for its executives (but in no event less than the
         minimum annual vacation set forth in Schedule 1), during which time his
         compensation and benefits shall be paid or provided in full. Each such
         vacation shall be taken by the Executive at such times as may be
         mutually agreed upon by the Executive and Company.

5.       TERMINATION OF EMPLOYMENT.

5.1      The Executive will be an "at will" employee during the entire time of
         the Employment. Either the Company or the Executive can terminate the
         Employment at any time, for any reason or no reason, with or without
         cause. If the Employee resigns from the Company, the Employee will give
         the Company at least two (2) weeks' prior notice of resignation. The
         Employment will end on the termination date stated in the Company's
         notice of termination to the Executive or in the Executive's notice of
         resignation to the Company, as applicable. The Company may in its
         discretion waive any notice period stated in the Employee's notice of
         resignation, in which case the Employment will end immediately upon
         such waiver.

5.2      If the Employment is terminated for any reason other than death, to
         help the Company protect its intellectual property rights and other
         interests, the Executive shall cooperate in such exit-interview
         procedures as may be reasonably requested by the Company, including but
         not limited to providing the Company with reasonably complete and
         accurate information about any plans the Executive may have for future
         employment.

5.3      Any amounts payable under Section 4 which shall have been earned but
         not yet paid, including but not limited to vacation pay and any unpaid
         installments of the sign-on bonus, but excluding contingent


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                                                        EXECUTIVE: KEVIN P. COHN

         bonus amounts under Section 4.2(which are addressed in Section 6.3
         below), shall be paid by the Company to the Executive.

5.4      If the Employment is terminated because of (i) the death of the
         Executive, or (ii) by the Company because of the Executive's
         Disability, then the Company will pay to the Executive, or to the
         Executive'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 Executive under this
         Agreement, or granted to the Executive by the officers and/or board of
         directors of the Company, through the date of the Executive's death or
         disability and not already paid.

5.5      Promptly after any termination of the Employment for any reason, the
         Executive shall pay any amount or amounts then owed by the Executive to
         the Company. Except to the extent (if any) prohibited by applicable
         law, the Company may offset any such amount(s) against any amounts owed
         to the Executive by the Company.

6.       SEVERANCE BENEFITS. Depending on the reason for termination of the
         Employment, the Executive will be entitled to the Severance Benefits
         provided in this Section 6 during a Severance Period as set forth in
         Schedule 1. The Severance Period, if any, will begin on the effective
         date of termination of the Employment.

6.1      During the Severance Period, if any, the Company shall pay the
         Executive the Executive's then-current base salary as provided in
         Section 4.1.

6.2      During the Severance Period, if any, the Company shall maintain the
         Executive as a participant in, or provide benefits comparable to those
         of, the health insurance benefit plan specified under Section 4.3.

6.3      If the Employment is terminated, the Executive will be entitled to
         payment of any declared or undeclared and unpaid contingent Executive
         Bonus, for the fiscal year in which the notice of termination
         (including notice of resignation) occurs and for preceding fiscal
         years, only as follows:


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                                                        EXECUTIVE: KEVIN P. COHN

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------
                              PAYMENT OF UNPAID EXECUTIVE
                              BONUS FOR PRECEDING FISCAL       PAYMENT OF UNPAID EXECUTIVE BONUS UNDER
           EVENT              YEAR(S)                          SECTION 4.2 FOR THEN-CURRENT FISCAL YEAR
--------------------------------------------------------------------------------------------------------
                                                               If Executive is         If Executive is
                                                               entitled to a           not entitled to
                                                               Severance Period        a Severance
                                                                                       Period
--------------------------------------------------------------------------------------------------------
<S>                           <C>                              <C>                     <C>
Executive resigns             Only those Executive Bonus       Pro-rated, to be        None
                              amounts for preceding fiscal     paid by the end of
                              year(s) that were already        first quarter of the
                              declared as of the date of       following fiscal year
                              notice of resignation.  To be    (see Note 1)
                              paid at the same time as to
                              other Company executives.
--------------------------------------------------------------------------------------------------------
Company terminates            All Executive Bonus amounts      Pro-rated, to be paid   None
                              for preceding fiscal year(s)     by the end of the
                              (whether declared or             first quarter of the
                              undeclared as of date of         following fiscal year
                              notice of termination).  To be   [see Note 1]
                              paid at the same time as to
                              other Company executives
--------------------------------------------------------------------------------------------------------
</Table>

         NOTE 1: Assume hypothetically that (i) the Employment is terminated
         effective September 30 of a given fiscal year of the Company, i.e., 3/4
         of the way through that fiscal year, under circumstances entitling the
         Executive to a Severance Period, (ii) if the Employment had not been
         terminated, the Executive would have received a contingent Executive
         Bonus for that fiscal year equal to 95% of the On-Target Amount, and
         (iii) the Executive did not receive any payment of such contingent
         bonus before the effective date of termination. In that hypothetical
         situation, the Executive would be entitled to a contingent Executive
         Bonus of 3/4 of 95% of the On-Target Amount, payable no later than the
         following March 31.

6.4      Other than the above Severance Benefits, the Executive shall not be
         entitled to any payment, benefit, damages, award or compensation in
         connection with termination of the Employment, by either the Company or
         the Executive, except as may be expressly provided in another written
         agreement, if any, executed by the Executive and on behalf of the
         Company by its Chief Executive Officer. Neither the Executive nor the
         Company is obligated to enter into any such other written agreement.

6.5      The Executive will not be required to mitigate the amount of any
         payment which is payable by the Company during any Severance Period.


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                                                        EXECUTIVE: KEVIN P. COHN

6.6      As a condition to receipt of Severance Benefits, if any, the Company,
         in its sole discretion, may require the Executive to first execute a
         release, in a form approved by the Company, releasing the Company and
         its affiliates, if any, and the officers, directors, employees, and
         agents of each of them, from any and all claims and causes of action,
         if any, arising out of or relating to the Executive's Employment or the
         termination thereof. The performance of the Company's obligations to
         provide Severance Benefits, and the receipt by the Executive of the
         same, shall constitute full and final settlement of all such claims and
         causes of action, if any.

6.7      Except to the extent expressly prohibited by applicable law, the
         Executive's rights to Severance Benefits under this Agreement,
         regardless whether or not they are accepted by the Executive in the
         event of termination of the Employment, shall be the Executive's
         EXCLUSIVE RIGHTS against the Company and the Company's EXCLUSIVE
         LIABILITY to the Executive, in contract, in tort, under statutory or
         common-law rights, or otherwise, arising out of or relating to any
         termination of the Executive's Employment for any reason. Nothing in
         this Agreement, however, shall be construed to be a waiver by the
         Executive of any benefits accrued for or due to the Executive under any
         employee benefit plan (as such term is defined in the Employees'
         Retirement Income Security Act of 1974, as amended) maintained by the
         Company, if any, except that the Executive shall not be entitled to any
         severance benefits pursuant to any severance plan or program of the
         Company other than as provided herein.

6.8      At any time during a Severance Period, the Executive may elect, by
         notice to the Company, to have any remaining Severance Benefit amounts
         paid to him in a lump sum, computed by discounting such remaining
         amounts to present value at a rate of 8% per annum from the date each
         such amount would be due to the date paid. Payment will be made within
         30 days after the Company's receipt of such notice.

7.       TAX WITHHOLDING. Notwithstanding any other provision of this Agreement,
         the Company may withhold from amounts payable under this Agreement, or
         under any other agreement between the Executive and the Company, all
         federal, state, local and foreign taxes that are required to be
         withheld by applicable laws or regulations.

8.       CONFIDENTIAL INFORMATION.

8.1      The Executive acknowledges that the law provides the Company with
         protection for its trade secrets and confidential information. The
         Executive will not disclose, directly or indirectly, any Confidential
         Information without authorization from the Company's management. The
         Executive will not use any Confidential Information in any way, either
         during or after the Employment with the Company, except as required in
         the course of the Employment.

8.2      The Executive will strictly adhere to any obligations that may be owed
         to former employers insofar as the Executive's use or disclosure of
         their confidential information is concerned.

8.3      All originals and all copies of any drawings, blueprints, manuals,
         reports, computer programs or data, notebooks, notes, photographs, and
         all other recorded, written, or printed matter relating to research,
         manufacturing operations, or business of the Company made or received
         by the Executive during the Employment are the property of the Company.
         Upon any termination of the Employment, regardless of the
         circumstances, the Executive will immediately deliver to the Company
         all

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                                                        EXECUTIVE: KEVIN P. COHN

         property of the Company which may still be in the Executive's
         possession. The Executive will not remove or assist in removing such
         property from the Company's premises under any circumstances, either
         during the Employment or after termination thereof, except as
         authorized by the Company management.

9.       OWNERSHIP OF INTELLECTUAL PROPERTY. The following provisions apply
         except to the extent expressly stated otherwise in Schedule 1.

9.1      The Company will be the sole owner of any and all BindView Inventions
         and BindView Materials which the Executive participates in inventing or
         developing in any way. The Executive will promptly disclose to the
         Company, or its nominee(s), without additional compensation, all
         BindView Inventions and BindView Materials. The Executive will assist
         the Company, at the Company's expense, in protecting any intellectual
         property rights that may be available anywhere in the world for
         BindView Inventions and BindView Materials, including but not limited
         to signing U.S. or foreign patent applications, oaths or declarations
         relating to such patent applications, and similar documents. To the
         extent that any BindView Invention or BindView Materials are eligible
         under applicable law to be deemed a "work made for hire," or otherwise
         to be owned automatically by the Company, the same will be deemed as
         such, without additional compensation to the Executive.

9.2      To the extent that, as a matter of law, the Executive retains any
         so-called "moral rights" or similar rights as in any BindView Invention
         or BindView Materials, the Executive authorizes the Company or its
         designee to make any changes it desires to any part of the same; to
         combine any such part with other materials; and to withhold the
         Executive's identity in connection with any business operations
         relating to the same; in any case without additional compensation to
         the Executive.

10.      NONCOMPETITION COVENANT.

10.1     The Company agrees to provide the Executive, during the Employment,
         with access to pre-existing Confidential Information and
         newly-developed Confidential Information commensurate with the
         Executive's duties, including but not limited to access to the
         Company's email system and other appropriate portions of the Company's
         computer network. To aid in the protection of the Company's legitimate
         interests in such Confidential Information, the Executive agrees to the
         restrictions on his post-termination employment that are set forth in
         this Section 10.

         (a)      The Executive agrees that during the "Restriction Period"
                  defined in subparagraph (b), unless the Company gives its
                  prior written consent (in its sole discretion except as
                  provided below), the Executive will not, directly or
                  indirectly:

                  (1)      participate, for himself or on behalf of any other
                           Person, in any business that competes with any
                           BindView Business anywhere in the world, where the
                           Executive's Employment related in any way to such
                           BindView Business. As used in the previous sentence,
                           "participate" includes but is not limited to
                           permitting the Executive's name directly or
                           indirectly to be used by or to become associated with
                           any other Person (including as an advisor,
                           representative, agent, promoter, independent
                           contractor, provider of personal services or
                           otherwise) in connection with such competing
                           business;

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                                                        EXECUTIVE: KEVIN P. COHN

                  (2)      interfere, directly or indirectly, with the
                           relationship between any BindView Company and its
                           employees by inducing any such employee to terminate
                           his or her employment;

                  (3)      solicit for employment, directly or indirectly, on
                           behalf of the Executive or any other Person, any
                           person who is at the time in question, or at any time
                           in the then-past three-month period has been, an
                           employee of any of the BindView Companies; or

                  (4)      induce or assist any other Person to engage in any of
                           the activities described in subparagraphs (1) through
                           (3).

                  The Executive's obligations not to engage in the activities
                  described in subparagraphs (1) through (3) are referred to as
                  the "Restrictions."


         (b)      The "Restriction Period" will begin on the Effective Date and
                  will end one (1) year after the later of:

                  (1)      the date of termination of the Employment for any
                           reason, and

                  (2)      (if the Executive violates one or more of the
                           Restrictions and the Company brings a legal action
                           for injunctive or other relief) the date of entry by
                           a court of competent jurisdiction of a final judgment
                           enforcing some or all of the Restrictions, either as
                           written or as modified by the court.

10.2     If the Executive has never been provided with any access to
         Confidential Information at the time the Employment is terminated
         (including but not limited to never having been provided access to an
         email account or other access to a computer network of any BindView
         Company), then the Executive will be automatically released from the
         Restrictions. Such release will be the Executive's EXCLUSIVE REMEDY for
         any alleged or actual breach of this Agreement by the Company in not
         providing such access.

10.3     The Company will not unreasonably withhold its consent to the
         Executive's employment, after the Employment, by a publicly-traded
         corporation that competes with one or more of the BindView Companies,
         but only if, before starting the new employment, the Executive provides
         the Company with a document reasonably satisfactory to the Company,
         signed by both the Executive and such corporation, containing (i) a
         written description of the Executive's duties in the new job, and (ii)
         specific assurances that in the new job the Executive will neither use
         nor disclose Confidential Information of any BindView Company.

10.4     The Executive may acquire a direct or indirect ownership interest of
         not more than 5% of the outstanding securities of any corporation which
         is engaged in activities prohibited by Section 10.1 which is listed on
         any recognized securities exchange or traded in the over-the-counter
         market in the United States, provided that such investment is of a
         totally passive nature and does not involve the Executive's devoting
         time to the management or operations of such corporation.

10.5     The Executive acknowledges that the Company would not permit the
         Executive to have or to continue to have access to Confidential
         Information without the Executive's agreement to the Restrictions.


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                                                        EXECUTIVE: KEVIN P. COHN

         The Executive further acknowledges and agrees that the Restrictions are
         fair and reasonable and the result of negotiation.

10.6     If a Tribunal determines that any of the Restrictions is unreasonably
         broad or otherwise unenforceable under applicable law (including but
         not limited to the Restriction Period being unreasonably long), then
         (i) such determination shall be binding only within the geographical
         jurisdiction of the Tribunal, and (ii) the restriction will not be
         terminated or rendered unenforceable, but instead will be reformed
         (solely for enforcement within the geographic jurisdiction of the
         Tribunal) to the minimum extent required to render it enforceable. Such
         reformation may include without limitation a reduction in the
         Restriction Period.

11.      EMPLOYEE HANDBOOKS, ETC. From time to time, the Company may, in its
         discretion, establish, maintain and distribute employee manuals or
         handbooks or personnel policy manuals, and officers or other
         representatives of the Company may make written or oral statements
         relating to personnel policies and procedures. The Executive will
         adhere to and follow all rules, regulations, and policies of the
         Company set forth in such manuals, handbooks, or statements as they now
         exist or may later be amended or modified. Such manuals, handbooks and
         statements do not constitute a part of this Agreement nor a separate
         contract, and shall not be deemed as amending this Agreement or as
         creating any binding obligation on the part of the Company, but are
         intended only for general guidance.

12.      DISPUTE RESOLUTION.

12.1     Except as set forth in Section 12.4 or to the extent prohibited by
         applicable law, any dispute, controversy or claim arising out of (by
         statute, common law, or otherwise) or relating to (i) this Agreement or
         its interpretation, performance, or alleged breach, or (ii) the
         Employment, including but not limited to its commencement and its
         termination, will be submitted to (1) early mediation within 30 days
         after a written demand for mediation, and (2) if mediation is
         unsuccessful, binding arbitration before a single arbitrator, each in
         accordance with the National Rules for the Resolution of Employment
         Disputes of the American Arbitration Association (AAA) in effect on the
         date of the demand for mediation or arbitration.

12.2     Any arbitration shall take place before a single arbitrator, who will
         preferably but not necessarily (x) be a practicing attorney, and (y)
         have at least five years' experience in working in or with computer
         software companies. Unless otherwise agreed by the parties, the
         arbitration shall take place in the city in which the Executive's
         principal office space is located at the time of the dispute or was
         located at the time of termination of the Employment (if applicable).

12.3     Unless otherwise agreed by the parties, the Company will pay all
         reasonable fees and expenses charged by the mediator, the arbitrator,
         and the AAA, but will not pay the Executive's fees or expenses
         associated with the mediation or arbitration. If an arbitration occurs,
         the arbitrator is hereby directed to take all reasonable measures not
         inconsistent with the interests of justice to expedite, and minimize
         the cost of, the arbitration proceedings. Judgment upon any award
         rendered by an arbitrator may be entered in any court having
         jurisdiction.


                                                                         PAGE 11
<PAGE>   12
                                                        EXECUTIVE: KEVIN P. COHN

12.4     To protect Inventions, trade secrets, or other confidential
         information, the Company may seek temporary, preliminary, or permanent
         injunctive relief in a court of competent jurisdiction, in each case,
         without waiving its right to mediation or arbitration.

12.5     At the request of either party, the arbitrator may take any interim
         measures s/he deems necessary with respect to the subject matter of the
         dispute, including measures for the preservation of confidentiality set
         forth in this Agreement.

13.      OTHER PROVISIONS.


13.1     This Agreement shall inure to the benefit of and be binding upon (i)
         the Company and its successors and assigns and (ii) the Executive and
         the Executive's heirs and legal representatives, except that the
         Executive's duties and responsibilities under this Agreement are of a
         personal nature and will not be assignable or delegable in whole or in
         part without the Company's prior written consent.

13.2     The Executive represents and warrants (i) that he has no obligations,
         contractual or otherwise, inconsistent with the Executive's obligations
         set forth in this Agreement, and (ii) that all of his responses to any
         requests, by or on behalf of the Company, for information and/or
         documents, in connection with the Company's hiring of the Executive
         and/or with the negotiation of this Agreement, are truthful and
         complete.

13.3     All notices and statements with respect to this Agreement must be in
         writing and shall be delivered by certified mail return receipt
         requested; hand delivery with written acknowledgment of receipt; FAX
         transmission with machine-printed confirmation of delivery; or
         overnight courier with delivery-tracking capability. Notices to the
         Company shall be addressed to the Company's general counsel at the
         Company's then-current principal operating office. Notices to the
         Executive may be delivered to the Executive in person or to the
         Executive's then-current home address as indicated on the Executive's
         pay stubs or, if no address is so indicated, as set forth in the
         Company's payroll records.

13.4     This Agreement sets forth the entire agreement of the parties
         concerning the subjects covered herein; there are no promises,
         understandings, representations, or warranties of any kind concerning
         those subjects except as expressly set forth in this Agreement.

13.5     Any modification of this Agreement must be in writing and signed by all
         parties; any attempt to modify this Agreement, orally or in writing,
         not executed by all parties will be void.

13.6     If any provision of this Agreement, or its application to anyone or
         under any circumstances, is adjudicated to be invalid or unenforceable
         in any jurisdiction, such invalidity or unenforceability will not
         affect any other provision or application of this Agreement which can
         be given effect without the invalid or unenforceable provision or
         application and will not invalidate or render unenforceable such
         provision or application in any other jurisdiction.

13.7     This Agreement will be governed and interpreted under the laws of the
         United States of America and of the State of Texas law as applied to
         contracts made and carried out in entirely Texas by residents of that
         State.


                                                                         PAGE 12
<PAGE>   13
                                                        EXECUTIVE: KEVIN P. COHN

13.8     No failure on the part of any party to enforce any provisions of this
         Agreement will act as a waiver of the right to enforce that provision.

13.9     Termination of the Employment, with or without cause, will not affect
         the continued enforceability of this Agreement.

13.10    Section headings are for convenience only and shall not define or limit
         the provisions of this Agreement.

13.11    This Agreement may be executed in several counterparts, each of which
         is an original. It shall not be necessary in making proof of this
         Agreement or any counterpart hereof to produce or account for any of
         the other counterparts. A copy of this Agreement manually signed by one
         party and transmitted to the other party by FAX or in image form via
         email shall be deemed to have been executed and delivered by the
         signing party as though an original. A photocopy of this Agreement
         shall be effective as an original for all purposes.


                            (Continued on next page)



                                                                         PAGE 13
<PAGE>   14
                                                        EXECUTIVE: KEVIN P. COHN


<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------
                                                    SCHEDULE 1
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>
Effective Date             May 31, 2001
---------------------------------------------------------------------------------------------------------------------
Position                   Vice President and Corporate Controller.  In addition, if so requested by the Company's
                           CEO or Board of Directors, the Executive will also serve as an officer or director of
                           one or more subsidiaries of the Company.
---------------------------------------------------------------------------------------------------------------------
Initial salary             $10,416.67 per month (equivalent to $125,000 per year)
---------------------------------------------------------------------------------------------------------------------
On-Target Amount           $62,500
---------------------------------------------------------------------------------------------------------------------
Minimum annual vacation    15 days.  See Section 4.6.
---------------------------------------------------------------------------------------------------------------------
Specific benefits          Reserved parking space
---------------------------------------------------------------------------------------------------------------------
Severance Period           A.  Upon termination by Company for Cause               None
                           -----------------------------------------------------------------------------------------
                           B.  Upon termination by Company                         None. See Section 5.4.
                                for Disability
                           -----------------------------------------------------------------------------------------
                           C.  Upon termination by Company                         12 months
                                for any other reason or no reason
                           -----------------------------------------------------------------------------------------
                           D.  If the Executive Resigns for Good Reason            12 months
                           -----------------------------------------------------------------------------------------
                           E.  If the Executive resigns for
                                any other reason or no reason                      None
---------------------------------------------------------------------------------------------------------------------
</Table>

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 Executive acknowledges that the Executive (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 and effective as of the
Effective Date.


BINDVIEW CORPORATION, BY:                         EXECUTIVE


-------------------------------------             -----------------------------
Edward L. Pierce, Senior Vice                     Kevin P. Cohn
President and Chief Financial Officer


                                                                         PAGE 14