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                                                                    EXHIBIT 10.1

                        BINDVIEW DEVELOPMENT CORPORATION

                             OMNIBUS INCENTIVE PLAN


                                TABLE OF CONTENTS

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<CAPTION>
                                                                                                            Section
                                                                                                            -------
<S>                                                                                                         <C>
ARTICLE I - PLAN

                  Purpose.......................................................................................1.1
                  Effective Date of Plan........................................................................1.2

ARTICLE II - DEFINITIONS

                  Affiliate.....................................................................................2.1
                  Board of Directors or Board...................................................................2.2
                  Change of Control.............................................................................2.3
                  Code..........................................................................................2.4
                  Commission....................................................................................2.5
                  Company.......................................................................................2.6
                  Corporate Plan................................................................................2.7
                  Corporate Plan Options........................................................................2.8
                  Employee......................................................................................2.9
                  Exchange Act.................................................................................2.10
                  Fair Market Value............................................................................2.11
                  Incentive Option.............................................................................2.12
                  1996 ISO Plan................................................................................2.13
                  1996 ISO Plan Options........................................................................2.14
                  1997 Incentive Plan..........................................................................2.16
                  1997 Incentive Plan Options..................................................................2.16
                  1998 Incentive Plan Options..................................................................2.17
                  Nonqualified Option..........................................................................2.18
                  Option.......................................................................................2.19
                  Option Agreement.............................................................................2.20
                  Plan.........................................................................................2.21
                  Plan Year....................................................................................2.22
                  Reload Option................................................................................2.23
                  Restricted Stock.............................................................................2.24
                  Restricted Stock Agreement...................................................................2.25
                  Restricted Stock Purchase Price..............................................................2.26
                  Stock........................................................................................2.27
                  Stock Award..................................................................................2.28
                  10% Stockholder..............................................................................2.29
                  Voting Stock.................................................................................2.30
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<TABLE>
<S>                                                                                                            <C>
ARTICLE III - ELIGIBILITY

ARTICLE IV - GENERAL PROVISIONS RELATING TO OPTIONS AND STOCK AWARDS

                  Authority to Grant Options and Stock Awards...................................................4.1
                  Dedicated Shares..............................................................................4.2
                  Non-Transferability...........................................................................4.3
                  Requirements of Law...........................................................................4.4
                  Changes in the Company's Capital Structure....................................................4.5
                  Election Under Section 83(b) of the Code......................................................4.6

ARTICLE V - OPTIONS

                  Type of Option................................................................................5.1
                  Option Price..................................................................................5.2
                  Duration of Options...........................................................................5.3
                  Amount Exercisable--Incentive Options.........................................................5.4
                  Exercise of Options...........................................................................5.5
                  Exercise on Termination of Employment.........................................................5.6
                  Exercise of Options Under the Corporate Plan,
                    the 1996 ISO Plan and the 1997 Incentive Plan...............................................5.7
                  Reload Options................................................................................5.8
                  Substitution Options..........................................................................5.9
                  No Rights as Stockholder.....................................................................5.10

ARTICLE VI - STOCK AWARDS

                  Stock Awards..................................................................................6.1
                  Restrictions..................................................................................6.2
                  Stock Certificate.............................................................................6.3
                  Rights as Stockholder.........................................................................6.4
                  Lapse of Restrictions.........................................................................6.5
                  Restriction Period............................................................................6.6

ARTICLE VII - ADMINISTRATION

ARTICLE VIII - AMENDMENT OR TERMINATION OF PLAN

ARTICLE IX - MISCELLANEOUS

                  No Establishment of a Trust Fund..............................................................9.1
                  No Employment Obligation......................................................................9.2
                  Forfeiture ...................................................................................9.3
                  Tax Withholding...............................................................................9.4
                  Written Agreement.............................................................................9.5
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<TABLE>
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                  Indemnification of the Board and the
                           Board of Directors...................................................................9.6
                  Gender........................................................................................9.7
                  Headings......................................................................................9.8
                  Other Compensation Plans......................................................................9.9
                  Other Options or Awards......................................................................9.10
                  Governing Law................................................................................9.11
                  No Modification, Extension, or Renewal of Corporate
                      Plan Options, 1996 ISO Plan Options, and
                      1997 Incentive Plan Options..............................................................9.12
</TABLE>


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                                    ARTICLE I

                                      PLAN

         1.1 PURPOSE. This Plan is a plan for key employees (including officers
and employee directors) of the Company and its Affiliates and is intended to
advance the best interests of the Company, its Affiliates, and its stockholders
by providing those persons who have substantial responsibility for the
management and growth of the Company and its Affiliates with additional
incentives and an opportunity to obtain or increase their proprietary interest
in the Company, thereby encouraging them to continue in the employ of the
Company or any of its Affiliates. For administrative purposes, and subject to
Section 9.12 hereof, this Plan incorporates the BindView Development Corporation
Stock Option Plan (the "Corporate Plan"), the BindView Development Corporation
Incentive Stock Option Plan (the "1996 ISO Plan and the BindView Development
Corporation 1997 Incentive Plan (the "1997 Incentive Plan").

         1.2 EFFECTIVE DATE OF PLAN. The Plan is effective January 1, 1998, if
within one year of that date it shall have been approved by at least a majority
vote of stockholders voting in person or by proxy at a duly held stockholders'
meeting, or if the provisions of the corporate charter, by-laws or applicable
state law prescribes a greater degree of stockholder approval for this action,
the approval by the holders of that percentage, at a duly held meeting of
stockholders. No Incentive Option, Nonqualified Option, Reload Option or Stock
Award shall be granted pursuant to the Plan after December 31, 2007.


                                   ARTICLE II

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout this Plan, unless the context in which
any such word or phrase appears reasonably requires a broader, narrower, or
different meaning.

         2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain. The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

         2.2 "BOARD OF DIRECTORS" or "BOARD" means the board of directors of the
Company.



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        2.3 "CHANGE OF CONTROL." A "Change in Control" shall have occurred if,
after the Effective Date of the Plan:

                  (i) a report on Schedule 13D or Schedule 14D-1 (or any
         successor schedule, form or report) shall be filed with the Commission
         pursuant to the Exchange Act and that report discloses that any person
         (within the meaning of Section 13(d) or Section 14(d)(2) of the
         Exchange Act), other than the Company (or one of its subsidiaries) or
         any employee benefit plan sponsored by the Company (or one of its
         subsidiaries), is the beneficial owner (as that term is defined in Rule
         13d-3 or any successor rule or regulation promulgated under the
         Exchange Act), directly or indirectly, of 20 percent or more of the
         outstanding Voting Stock;

                  (ii) any person (within the meaning of Section 13(d) or
         Section 14(d)(2) of the Exchange Act), other than the Company (or one
         of its subsidiaries) or any employee benefit plan sponsored by the
         Company (or one of its subsidiaries), shall purchase securities
         pursuant to a tender offer or exchange offer to acquire any Voting
         Stock (or any securities convertible into Voting Stock) and,
         immediately after consummation of that purchase, that person is the
         beneficial owner (as that term is defined in Rule 13d-3 or any
         successor rule or regulation promulgated under the Exchange Act),
         directly or indirectly, of 20 percent or more of the outstanding Voting
         Stock (such person's beneficial ownership to be determined, in the case
         of rights to acquire Voting Stock, pursuant to paragraph (d) of Rule
         13d-3 or any successor rule or regulation promulgated under the
         Exchange Act);

                  (iii) the consummation of:

                                    (x) a merger, consolidation or
                           reorganization of the Company with or into any other
                           person if a) the Company is not the surviving entity
                           or b) as a result of such merger, consolidation
                           or reorganization, 50 percent or less of the combined
                           voting power of the then-outstanding securities of
                           such other person immediately after such merger,
                           consolidation or reorganization are held in the
                           aggregate by the holders of Voting Stock immediately
                           prior to such merger, consolidation or
                           reorganization;

                                    (y) any sale, lease, exchange or other
                           transfer of all or substantially all the assets of
                           the Company and its consolidated subsidiaries to any
                           other person if as a result of such sale, lease,
                           exchange or other transfer, 50 percent or less of the
                           combined voting power of the then-outstanding
                           securities of such other person immediately after
                           such sale, lease, exchange or other transfer are held
                           in the aggregate by the holders of Voting Stock
                           immediately prior to such sale, lease, exchange or
                           other transfer; or



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                                    (z) a transaction immediately after the
                           consummation of which any person (within the meaning
                           of Section 13(d) or Section 14(d)(2) of the Exchange
                           Act) would be the beneficial owner (as that term is
                           defined in Rule 13d-3 or any successor rule or
                           regulation promulgated under the Exchange Act),
                           directly or indirectly, of more than 50 percent of
                           the outstanding Voting Stock;

                  (iv) the stockholders of the Company approve the dissolution
         of the Company; or

                  (v) during any period of 12 consecutive months, the
         individuals who at the beginning of that period constituted the Board
         of Directors shall cease to constitute a majority of the Board of
         Directors, unless the election, or the nomination for election by the
         Company's stockholders, of each director of the Company first elected
         during such period was approved by a vote of at least a two-thirds of
         the directors of the Company then still in office who were directors of
         the Company at the beginning of any such period.

        2.4 "CODE" means the Internal Revenue Code of 1986, as amended.

        2.5 "COMMISSION" means the United States Securities and Exchange
Commission or any successor agency.

        2.6 "COMPANY" means BindView Development Corporation.

        2.7 "CORPORATE PLAN" means the BindView Development Corporation Stock
Option Plan.

        2.8 "CORPORATE PLAN OPTIONS" means options granted under the Corporate
Plan to purchase stock.

        2.9 "EMPLOYEE" means a person employed by the Company or any Affiliate
to whom an Option or a Stock Award is granted.

        2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time.

        2.11 "FAIR MARKET VALUE" of the Stock as of any date means (a) the
average of the high and low sale prices of the Stock on that date on the
principal securities exchange on which the Stock is listed; or (b) if the Stock
is not listed on a securities exchange, the average of the high and low sale
prices of the Stock on that date as reported on the NASDAQ National Market
System; or (c) if the Stock is not listed on the NASDAQ National Market System,
the average of the high and low bid quotations for the Stock on that date as
reported by the National Quotation Bureau Incorporated; or (d) if none of the
foregoing is applicable, an amount at the election of the Board equal to (x),
the average between the closing bid and ask prices per share of stock on the
last preceding date on which those prices were reported or (y) that amount as
determined by the Board.



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        2.12 "INCENTIVE OPTION" means an option granted under this Plan which is
designated as an "Incentive Option" and satisfies the requirements of Section
422 of the Code.

        2.13 "1996 ISO PLAN" means the BindView Development Corporation
Incentive Stock Option Plan.

        2.14 "1996 ISO PLAN OPTIONS" mean Options granted under the 1996 ISO
Plan.

        2.15 "1997 INCENTIVE PLAN" means the BindView Development Corporation
1997 Incentive Plan.

        2.16 "1997 INCENTIVE PLAN OPTIONS" mean Options granted under the 1997
Incentive Plan.

        2.17 "1998 INCENTIVE PLAN OPTIONS" mean Options granted pursuant to
Section 4.2 of the Plan.

        2.18 "NONQUALIFIED OPTION" means an option granted under this Plan other
than an Incentive Option.

        2.19 "OPTION" means an Incentive Option, Nonqualified Option and/or
Reload Option granted under this Plan to purchase shares of Stock. Option shall
also include a reference to each Corporate Plan Option, 1996 ISO Plan Option,
1997 Incentive Plan Option and 1998 Plan Option, except to the extent otherwise
indicated or to the extent set forth in Section 9.12 of the Plan.

        2.20 "OPTION AGREEMENT" means the written agreement which sets out the
terms of an Option, as amended from time to time.

        2.21 "PLAN" means the BindView Development Corporation Omnibus Incentive
Plan, as set out in this document and as it may be amended from time to time.

        2.22 "PLAN YEAR" means the Company's fiscal year.

        2.23 "RELOAD OPTION" shall mean a 1998 Incentive Plan Option or a 1997
Incentive Plan Option which the Board may, in its sole discretion, grant in
connection with the issuing of a 1998 Incentive Plan Option or a 1997 Incentive
Plan Option if the exercise price of the 1998 Incentive Plan Option or the 1997
Incentive Plan Option is paid in whole or in part, by exchanging Stock owned by
the Employee. A Reload Option shall be an Incentive Option or Nonqualified
Option depending on the type of 1998 Incentive Plan Option or 1997 Incentive
Plan Option exercised under the Option Agreement containing the Reload Option
feature. The Reload Options will be subject to the same restrictions and
provisions of the Plan as the original 1998 Incentive Plan Option or 1997
Incentive Plan Option, except when specific changes are set out in the Option
Agreement.

        2.24 "RESTRICTED STOCK" means Stock awarded or purchased under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all rights, warranties or similar items


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attached or accruing thereto or represented by the certificate representing the
Stock and (ii) any stock or securities into which or for which the Stock is
thereafter converted or exchanged. The terms and conditions of the Restricted
Stock Agreement shall be determined by the Board consistent with the terms of
the Plan.

        2.25 "RESTRICTED STOCK AGREEMENT" means an agreement between the Company
or any Affiliate and the Employee pursuant to which the Employee receives a
Stock Award subject to Article VI.

        2.26 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if any,
per share of Restricted Stock subject to an Award. The Restricted Stock Purchase
Price shall be determined by the Board. It may be greater than or less than the
Fair Market Value of the Stock on the date of the Stock Award.

        2.27 "STOCK" means the common stock of the Company, no par value or, in
the event that the outstanding shares of common stock are later changed into or
exchanged for a different class of stock or securities of the Company or another
corporation, that other stock or security.

        2.28 "STOCK AWARD" means an award of Restricted Stock.

        2.29 "10% STOCKHOLDER" means an individual who, at the time the Option
is granted, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Affiliate. An individual
shall be considered as owning the stock owned, directly or indirectly, by or for
his brothers and sisters (whether by the whole or half blood), spouse,
ancestors, and lineal descendants; and stock owned, directly or indirectly, by
or for a corporation, partnership, estate, or trust, shall be considered as
being owned proportionately by or for its stockholders, partners, or
beneficiaries.

        2.30 "VOTING STOCK" means shares of the capital stock of the Company the
holders of which are entitled to vote for the election of directors, but
excluding shares entitled to so vote only upon the occurrence of a contingency
unless that contingency shall have occurred.


                                   ARTICLE III

                                   ELIGIBILITY

             The individuals who shall be eligible to receive Incentive Options,
Nonqualified Options, and Stock Awards shall be those key employees of the
Company or any of its Affiliates as the Board shall determine from time to time.




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                                   ARTICLE IV

             GENERAL PROVISIONS RELATING TO OPTIONS AND STOCK AWARDS

         4.1 AUTHORITY TO GRANT OPTIONS AND STOCK AWARDS. The Board may grant to
those key Employees of the Company or any of its Affiliates, as it shall from
time to time determine, Options or Stock Awards under the terms and conditions
of this Plan. Subject only to any applicable limitations set out in this Plan,
the number of shares of Stock to be covered by any Option or Stock Award to be
granted to an Employee shall be as determined by the Board.

         4.2 DEDICATED SHARES. The total number of shares of Stock with respect
to which 1998 Incentive Plan Options and Stock Awards may be granted under the
Plan shall be 700,000 shares. The shares may be treasury shares or authorized
but unissued shares. The number of shares stated in this Section 4.2 shall be
subject to adjustment in accordance with the provisions of Section 4.5.

                  In the event that any outstanding Option or Stock Award shall
expire or terminate for any reason or any Option or Stock Award is surrendered,
the shares of Stock allocable to the unexercised portion of that Option or Stock
Award may again be subject to an Option or Stock Award under the Plan. If Stock
is used by the Employee pursuant to Section 5.6 of this Plan to pay the exercise
price of an Option, only the net number of shares of Stock issued by the Company
shall be considered utilized under this Plan. If shares of Stock are withheld by
the Company to pay tax withholding due from the Employee, the number of such
shares withheld shall not be considered utilized under this Plan.

         4.3 NON-TRANSFERABILITY. Options shall not be transferable by the
Employee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during the Employee's lifetime, only by him.
Restricted Stock shall be purchased by and/or become vested under a Restricted
Stock Agreement during the Employee's lifetime, only by him. Any attempt to
transfer a Stock Award other than under the terms of the Plan and the Restricted
Stock Agreement shall terminate the Stock Award and all rights of the Employee
to that Restricted Stock. Notwithstanding any provision in this Plan to the
contrary, an Employee may transfer any Nonqualified Option to an Immediate
Family Member or an entity controlled by the Employee or an Immediate Family
Member, provided, however, no further transfer shall be made except for a
transfer back to such Employee or such other transfer which may be approved by
the President of the Company. For this purpose "Immediate Family Member" means
an Employee's children, grandchildren or spouse, or a trust for the benefit of
such Immediate Family Members.

         4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Stock under any Option or Stock Award if issuing that Stock would
constitute or result in a violation by the Employee or the Company of any
provision of any law, statute, or regulation of any governmental authority.
Specifically, in connection with any applicable statute or regulation relating
to the registration of securities, upon exercise of any Option or pursuant to
any Stock Award, the Company shall not be required to issue any Stock unless the
Board has received evidence satisfactory to it to the effect that the holder of
that Option or Stock Award will not transfer the Stock except in accordance with
applicable law, including receipt of an opinion of counsel satisfactory to the


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Company to the effect that any proposed transfer complies with applicable law.
The determination by the Board on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision. In the event the Stock issuable on exercise of an
Option or pursuant to a Stock Award is not registered, the Company may imprint
on the certificate evidencing the Stock any legend that counsel for the Company
considers necessary or advisable to comply with applicable law. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or vesting under a Stock Award, or the issuance of
shares under either of them, to comply with any law or regulation of any
governmental authority.

         4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options or Stock Awards shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or its rights, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

                  If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding, without
receiving compensation for it in money, services or property, then (a) the
number, class, and per share price of shares of Stock subject to outstanding
Options under this Plan shall be appropriately adjusted in such a manner as to
entitle an Employee to receive upon exercise of an Option, for the same
aggregate cash consideration, the equivalent total number and class of shares he
would have received had he exercised his Option in full immediately prior to the
event requiring the adjustment; and (b) the number and class of shares of Stock
then reserved to be issued under the Plan shall be adjusted by substituting for
the total number and class of shares of Stock then reserved, that number and
class of shares of Stock that would have been received by the owner of an equal
number of outstanding shares of each class of Stock as the result of the event
requiring the adjustment.

                  If while unexercised Options remain outstanding under the Plan
(i) the Company shall not be the surviving entity in any merger, consolidation
or other reorganization (or survives only as a subsidiary of an entity other
than an entity that was wholly-owned by the Company immediately prior to such
merger, consolidation or other reorganization), (ii) the Company sells, leases
or exchanges or agrees to sell, lease or exchange all or substantially all of
its assets to any other person or entity (other than an entity wholly-owned by
the Company), (iii) the Company is to be dissolved, or (iv) the Company is a
party to any other corporate transaction (as defined under Section 424(a) of the
Code and applicable Treasury Regulations) that is not described in clauses (i),
(ii) or (iii) of this sentence (each such event is referred to herein as a
"Corporate Change"), then (x) except as otherwise provided in an Option
Agreement or as a result of the Board's effectuation of one or more of the
alternatives described below, there shall be no acceleration of the time at
which any Option then outstanding may be exercised, and (y) no later than ten
(10) days after the approval by the stockholders of the Company of such
Corporate Change, the Board, acting in its sole and absolute


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discretion without the consent or approval of any Optionee, shall act to effect
one or more of the following alternatives, which may vary among individual
Optionees and which may vary among Options held by any individual Optionee:

                  (1) accelerate the time at which some or all of the Options
         then outstanding may be exercised so that such Options may be exercised
         in full for a limited period of time on or before a specified date
         (before or after such Corporate Change) fixed by the Board, after which
         specified date all such Options that remain unexercised and all rights
         of Optionees thereunder shall terminate,

                  (2) require the mandatory surrender to the Company by all or
         selected Optionees of some or all of the then outstanding Options held
         by such Optionees (irrespective of whether such Options are then
         exercisable under the provisions of this Plan or the Option Agreements
         evidencing such Options) as of a date, before or after such Corporate
         Change, specified by the Board, in which event the Board shall
         thereupon cancel such Options and the Company shall pay to each such
         Optionee an amount of cash per share equal to the excess, if any, of
         the per share price offered to stockholders of the Company in
         connection with such Corporate Change over the exercise price(s) under
         such Options for such shares,

                  (3) with respect to all or selected Optionees, have some or
         all of their then outstanding Options (whether vested or unvested)
         assumed or have a new Option substituted for some or all of their then
         outstanding Options (whether vested or unvested) by an entity which is
         a party to the transaction resulting in such Corporate Change and which
         is then employing him, or a parent or subsidiary of such entity,
         provided that (A) such assumption or substitution is on a basis where
         the excess of the aggregate fair market value of the shares subject to
         the Option immediately after the assumption or substitution over the
         aggregate exercise price of such shares is equal to the excess of the
         aggregate fair market value of all shares subject to the Option
         immediately before such assumption or substitution over the aggregate
         exercise price of such shares, and (B) the assumed rights under such
         existing Option or the substituted rights under such new Option as the
         case may be will have the same terms and conditions as the rights under
         the existing Option assumed or substituted for, as the case may be,

                  (4) provide that the number and class of shares of Stock
         covered by an Option (whether vested or unvested) theretofore granted
         shall be adjusted so that such Option when exercised shall thereafter
         cover the number and class of shares of stock or other securities or
         property (including, without limitation, cash) to which the Optionee
         would have been entitled pursuant to the terms of the agreement and/or
         plan relating to such Corporate Change if, immediately prior to such
         Corporate Change, the Optionee had been the holder of record of the
         number of shares of Stock then covered by such Option, or



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<PAGE>   12




                  (5) make such adjustments to Options then outstanding as the
         Board deems appropriate to reflect such Corporate Change (provided,
         however, that the Board may determine in its sole and absolute
         discretion that no such adjustment is necessary)."

                  In effecting one or more of alternatives (3), (4) or (5)
         above, and except as otherwise may be provided in an Option Agreement,
         the Board, in its sole and absolute discretion and without the consent
         or approval of any Optionee, may accelerate the time at which some or
         all Options then outstanding may be exercised.

                  In the event of changes in the outstanding Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Option and not otherwise provided for by this Section 4.5,
any outstanding Options and any agreements evidencing such Options shall be
subject to adjustment by the Board in its sole and absolute discretion as to the
number and price of shares of stock or other consideration subject to such
Options. In the event of any such change in the outstanding Stock, the aggregate
number of shares available under this Plan may be appropriately adjusted by the
Board, whose determination shall be conclusive.

                  After a merger of one or more corporations into the Company or
after a consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, each Employee shall be entitled to
have his Restricted Stock appropriately adjusted based on the manner the Stock
was adjusted under the terms of the agreement of merger or consolidation.

                  The issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon conversion of shares or obligations
of the Company convertible into shares or other securities, shall not affect,
and no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Options
or Stock Awards.

         4.6 ELECTION UNDER SECTION 83(b) OF THE CODE. No Employee shall
exercise the election permitted under Section 83(b) of the Code under this Plan
without written approval of the Board.


                                    ARTICLE V

                                     OPTIONS

         5.1 TYPE OF OPTION. The Board shall specify whether a given option
shall constitute an Incentive Option or a Nonqualified Option. Options
previously granted under the Corporate Plan, the 1996 ISO Plan and the 1997
Incentive Plan shall retain the designation as either an incentive


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<PAGE>   13


stock option that satisfies the requirements of Section 422 of the Code or as a
nonqualified stock option that does not satisfy the requirements of Section 422
of the Code.

         5.2 OPTION PRICE. The price at which Stock may be purchased under an
Incentive Option shall not be less than the greater of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate par value of the shares of Stock on the date the Option is granted.
The Board in its discretion may provide that the price at which shares of Stock
may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10% Stockholder, the price at which shares of
Stock may be purchased under an Incentive Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive Option is granted.

                  The price at which shares of Stock may be purchased under a
Nonqualified Option may be less than the Fair Market Value of the shares of
Stock on the date the Option is granted. The Board in its discretion may provide
that the price at which shares of Stock may be purchased under a Nonqualified
Option shall be more than 100% of Fair Market Value.

         5.3 DURATION OF OPTIONS. No Option shall be exercisable after the
expiration of 10 years from the date the Option is granted. A Reload Option
shall have a term which is no longer than the original term of the underlying
Option unless it is expressly provided otherwise in the Option Agreement. In the
case of a 10% Stockholder, no Incentive Option shall be exercisable after the
expiration of five years from the date the Incentive Option is granted.

         5.4 AMOUNT EXERCISABLE. Each Option is exercisable, in whole or in
part, in the manner and subject to the conditions the Board of Directors, in its
sole discretion, may provide in the Option Agreement, as long as the Option is
valid and outstanding.

                  To the extent that the aggregate Fair Market Value (determined
as of the time an Incentive Option is granted) of the Stock with respect to
which Incentive Options first become exercisable by the Employee during any
calendar year (under this Plan and any other incentive stock option plan(s) of
the Company or any Affiliate) exceeds $100,000, the Incentive Options shall be
treated as Nonqualified Options. In making this determination, Incentive Options
shall be taken into account in the order in which they were granted. If an
Incentive Option is not exercised within specified time limits prescribed by the
Code, it shall become a Nonqualified Option by operation of law.

                  Solely with respect to the 1997 Incentive Plan Options, unless
otherwise provided by the Board in a 1997 Incentive Plan Option Agreement, all
conditions and restrictions relating to a 1997 Incentive Plan Option, including
limitations on exercisability, risks of forfeiture and conditions and
restrictions requiring the continued performance of services or the achievement
of performance objectives with respect to the exercisability or settlement of
such 1997 Incentive Plan Option, shall immediately lapse upon a Change of
Control. Solely with respect to 1997 Incentive Plan Options, a Change of Control
shall be deemed to have occurred if any person, other than the Company or an
employee benefit plan of the Company, acquires directly or indirectly, the
beneficial ownership, as defined in Section 13(d) of the Exchange Act, of any
voting security of the Company and





                                      -10-



<PAGE>   14



immediately after such acquisition, such person is directly or directly the
beneficial owner of voting securities representing 50% or more of the total
voting power of all of the then-outstanding voting securities of the Company. In
addition, all shares of Stock granted pursuant to the exercise of the 1997
Incentive Plan Option shall be subject to the terms of any shareholder's
agreement entered into by the Company concurrent with, or prior to the grant of
any 1997 Incentive Plan Option. Furthermore, no fractional shares of stock shall
be issued or delivered pursuant to any 1997 Incentive Plan Option. The Board
shall determine whether cash or other Options or other property shall be issued
or paid in lieu of such fractional shares or whether such fractional or any
rights thereto shall be forfeited or otherwise eliminated.

         5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Board setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with: (a) cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the option price of the shares, (b)
Stock at its Fair Market Value on the date of exercise, (c) an election to have
shares of Stock, which otherwise would be issued on exercise, withheld in
payment of the exercise price and/or to satisfy any income tax withholding
obligation, (d) any combination of (a), (b), or (c), and/or (e) any other form
of payment which is acceptable to the Board of Directors, and specifying the
address to which the certificates for the shares are to be mailed.

                  With respect to the exercise of Corporate Plan Options and
1996 ISO Plan Options, the Employee must pay the option price solely with cash.
With respect to 1997 Incentive Plan Options, the Board shall determine the time
or times at which a 1997 Incentive Plan Option may be exercised in whole or in
part, the methods by which such exercise price may be paid or deemed to be paid,
the form of such payment, including, without limitation, cash, Stock, other
options or awards granted under other Company plans or other property, including
notes or other contractual obligations of employees to make payment on a
deferred basis, such as through "cashless exercise" arrangements, to the extent
permitted by applicable law, and the methods by which Stock will be delivered or
deemed to be delivered to employees.

                  As promptly as practicable after receipt of written
notification and payment, the Company shall deliver to the Employee certificates
for the number of shares with respect to which the Option has been exercised,
issued in the Employee's name. If shares of Stock are used in payment, the
aggregate Fair Market Value of the shares of Stock tendered must be equal to or
less than the aggregate exercise price of the shares being purchased upon
exercise of the Option, and any difference must be paid by cash, certified
check, bank draft, or postal or express money order payable to the order of the
Company. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Employee, at the address specified by the
Employee.

                  Whenever an Option is exercised by exchanging shares of Stock
owned by the Employee, the Employee shall deliver to the Company certificates
registered in the name of the Employee representing a number of shares of Stock
legally and beneficially owned by the Employee, free of all liens, claims, and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates (with
signature


                                      -11-



<PAGE>   15




guaranteed by a commercial bank or trust company or by a brokerage firm having a
membership on a registered national stock exchange). The delivery of
certificates upon the exercise of Options is subject to the condition that the
person exercising the Option provide the Company with the information the
Company might reasonably request pertaining to exercise, sale or other
disposition. The Board may provide that a legend or restriction be printed on
the certificate as the Board determines is necessary, in its discretion, to
comply with applicable laws.

         5.6 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly
provided otherwise in the Option Agreement, Options shall terminate one day less
than three months after severance of employment of the Employee from the Company
and all Affiliates for any reason, with or without cause, other than death,
retirement under the then established rules of the Company, or severance for
disability. Whether authorized leave of absence or absence on military or
government service shall constitute severance of the employment of the Employee
shall be determined by the Board at that time.

                  In determining the employment relationship between the Company
and the Employee, employment by any Affiliate shall be considered employment by
the Company, as shall employment by a corporation issuing or assuming a stock
option in a transaction to which Section 424(a) of the Code applies, or by a
parent corporation or subsidiary corporation of the corporation issuing or
assuming a stock option (and for this purpose, the phrase "corporation issuing
or assuming a stock option" shall be substituted for the word "Company" in the
definitions of parent corporation and subsidiary corporation in Section 2.1, and
the parent-subsidiary relationship shall be determined at the time of the
corporate action described in Section 424(a) of the Code).

                  DEATH. If, before the expiration of an Option, the Employee,
whether in the employ of the Company or after he has retired or was severed for
disability, dies, the Option shall become fully vested and shall continue until
the earlier of the Option's expiration date or one year following the date of
his death, unless it is expressly provided otherwise in the Option Agreement.
After the death of the Employee, his executors, administrators or any persons to
whom his Option may be transferred by will or by the laws of descent and
distribution shall have the right, at any time prior to the Option's expiration
or termination, whichever is earlier, to exercise the Option in full unless it
is expressly provided otherwise in the Option Agreement.

                  RETIREMENT. Unless it is expressly provided otherwise in the
Option Agreement, before the expiration of an Incentive Option, the Employee
shall be retired in good standing from the employ of the Company under the then
established rules of the Company, the Incentive Option shall terminate on the
earlier of the Option's expiration date or one year after his retirement;
provided, if an Incentive Option is not exercised within specified time limits
prescribed by the Code, it shall become a Nonqualified Option by operation of
law.

                  Unless it is expressly provided otherwise in the Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be retired in good standing from the employ of the Company under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the Nonqualified Option's expiration date or one year after his
retirement.


                                      -12-



<PAGE>   16


                  In the event of retirement, the Employee shall have the right
prior to the termination of the Option to exercise the Option, to the extent to
which he was entitled to exercise it immediately prior to his retirement, unless
it is expressly provided otherwise in the Option Agreement.

                  DISABILITY. If, before the expiration of an Option, the
Employee shall be severed from the employ of the Company for disability, the
Option shall terminate on the earlier of the Option's expiration date or one
year after the date he was severed because of disability, unless it is expressly
provided otherwise in the Option Agreement. In the event that the Employee shall
be severed from the employ of the Company for disability, the Employee shall
become fully vested in his Option and have the right prior to the termination of
the Option to exercise the Option in full unless it is expressly provided
otherwise in the Option Agreement. If an Incentive Option is not exercised
within specified time limits prescribed by the Code, it shall become a
Nonqualified Option by operation of law.

                  Notwithstanding the above, an Option may be amended by the
Board, with the consent of the Employee, to extend the termination date of the
Option, provided such extension shall not exceed a period of 10 years from the
date of the initial grant of the Option.

         5.7 EXERCISE OF OPTIONS UNDER THE CORPORATE PLAN, THE 1996 ISO PLAN AND
THE 1997 INCENTIVE PLAN.

                  (a) CORPORATE PLAN OPTION PROVISIONS. Notwithstanding any
         other provision in this Plan, solely with respect to Corporate Plan
         Options, upon the death of the optionee, while still employed by
         Company, or upon the termination of the Optionee's employment with
         Company, any Option exercisable on the date of death or termination may
         be exercised by the Optionee or the Optionee's estate, as the case may
         be, provided that such exercise occurs within both the remaining option
         term of the Option and no later than 24 months after the date of the
         Optionee's death, or the date of Optionee's termination of employment
         with the Company, whichever occurs first.

                  (b) 1996 ISO PLAN. Solely with respect to Options exercisable
         under the 1996 ISO Plan, upon the Employee's death while still employed
         by the Company, any 1996 ISO Plan Option exercisable on the date of
         death may be exercised by the Optionee's estate or by a person who
         acquires the right to exercise such 1996 ISO by bequest or inheritance
         by reason of the death of the Optionee, provided that such exercise
         occurs within both the remaining option term of the 1996 ISO Plan
         Option and six months after the Optionee's death. Except as provided in
         the immediately preceding sentence, all 1996 ISO Plan Options shall
         immediately terminate on the date of termination of the Employee's
         employment with the Company.

                  (c) 1997 INCENTIVE PLAN. See Section 5.5 of the Plan.

         5.8 RELOAD OPTIONS. From time to time, the Board may grant Reload
Options to Employees. The time of grant of a Reload Option shall be the time the
Employee surrenders the


                                      -13-



<PAGE>   17



shares of Stock with respect to which the Reload Option is granted. The Reload
Option shall be for the number of shares of Stock surrendered by the Employee as
payment upon the exercise of the previously granted Option. The Reload Option
shall be subject to the following restrictions: (a) the Reload Option shall be
subject to the same restrictions on exercise and other Plan rules that are
imposed on the underlying Option which contained the Reload Option feature; and
(b) the Reload Option shall not be exercisable until the expiration of any
retention holding period imposed on the disposition of any shares of Stock
covered by the underlying Option which contained the Reload Option Feature
unless it is expressly provided otherwise in the Option Agreement.

         5.9 SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or any Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation, or the acquisition
by the Company or any Affiliate of stock of the employing corporation as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
in this Plan to the extent the Board, at the time of grant, may deem appropriate
to conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted.

         5.10 NO RIGHTS AS STOCKHOLDER. No Employee shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.


                                   ARTICLE VI

                                  STOCK AWARDS

         6.1 STOCK AWARDS. The Board may issue shares of Restricted Stock to an
eligible employee subject to the terms of a Restricted Stock Agreement. The
Restricted Stock may be issued for no payment by the Employee or for a payment
below the Fair Market Value on the date of grant. Restricted Stock shall be
subject to restrictions as to sale, transfer, alienation, pledge or other
encumbrance and generally will be subject to vesting over a period of time
specified in the Restricted Stock Agreement. The Board shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Stock Award, and the other terms and provisions which are included in a
Restricted Stock Agreement. In the discretion of the Board, a Restricted Stock
Award may be made as a grant of Restricted Stock or as a right to receive stock
(or their cash equivalent or a combination of both) in the future.

         6.2 RESTRICTIONS. Restricted Stock shall be subject to the terms and
conditions as determined by the Board, including without limitation any or all
of the following:

                  (a) a prohibition against the sale, transfer, alienation,
pledge or other encumbrance of the shares of Restricted Stock, such prohibition
to lapse at such time or times as the


                                      -14-



<PAGE>   18



Board shall determine (whether in annual or more frequent installments, at the
time of the death, disability or retirement of the holder of such shares, or
otherwise);

                  (b) a requirement that the holder of shares of Restricted
Stock forfeit, or in the case of shares sold to an Employee, resell back to the
Company at his cost, all or a part of such shares in the event of termination of
the holder's employment during any period in which the shares remain subject to
restrictions;

                  (c) a prohibition against employment of the holder of
Restricted Stock by any competitor of the Company or its Affiliates, or against
such holder's dissemination of any secret or confidential information belonging
to the Company or an Affiliate;

                  (d) unless stated otherwise in the Restricted Stock Agreement,
(i) if restrictions remain at the time of severance of employment with the
Company and all Affiliates, other than for reason of disability or death, the
Restricted Stock shall be forfeited; and (ii) if severance of employment is by
reason of disability or death, the restrictions on the shares shall lapse and
the Employee or his heirs or estate shall be 100% vested in the shares subject
to the Restricted Stock Agreement.

         Notwithstanding (a) above, an Employee may transfer Restricted Stock to
an Immediate Family Member (as defined in Section 4.3) or an entity controlled
by the Employee or an Immediate Family Member provided, however, no further
transfer shall be made except for a transfer back to such Employee or such other
transfer which may be approved by the President of the Company. For this
purpose, "Immediate Family Member" means an Employee's children, grandchildren
or spouse, or a trust for the benefit of such Immediate Family Member.

         6.3 STOCK CERTIFICATE. Shares of Restricted Stock shall be registered
in the name of the Employee receiving the Stock Award and deposited, together
with a stock power endorsed in blank, with the Company. Each such certificate
shall bear a legend in substantially the following form:

         The transferability of this certificate and the shares of Stock
         represented by it is restricted by and subject to the terms and
         conditions (including conditions of forfeiture) contained in the
         BindView Development Corporation Omnibus Incentive Plan, and an
         agreement entered into between the registered owner and the Company,
         including any shareholders agreement. A copy of the Plan and agreement
         is on file in the office of the Secretary of the Company.

         6.4 RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of the
Plan, each Employee receiving a certificate for Restricted Stock shall have all
the rights of a stockholder with respect to the shares of Stock included in the
Stock Award during any period in which such shares are subject to forfeiture and
restrictions on transfer, including without limitation, the right to vote such
shares. Dividends paid with respect to shares of Restricted Stock in cash or
property other than stock in the Company or rights to acquire stock in the
Company shall be paid to the Employee currently. Dividends paid in stock in the
Company or rights to acquire stock in the Company shall be added to and become a
part of the Restricted Stock.



                                      -15-



<PAGE>   19




         6.5 LAPSE OF RESTRICTIONS. At the end of the time period during which
any shares of Restricted Stock are subject to forfeiture and restrictions on
sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
and will be delivered in a certificate, free of all restrictions, to the
Employee or to the Employee's legal representative, beneficiary or heir;
provided the certificate shall bear such legend, if any, as the Board determines
is reasonably required by applicable law. By accepting a Stock Award and
executing a Restricted Stock Agreement, the Employee agrees to remit when due
any federal and state income and employment taxes required to be withheld.

         6.6 RESTRICTION PERIOD. No Stock Award may provide for restrictions
continuing beyond 10 years from the date of the Stock Award.


                                   ARTICLE VII

                                 ADMINISTRATION

             This Plan shall be administered by the Board. All questions of
interpretation and application of the Plan, Options or Stock Awards shall be
subject to the determination of the Board. A majority of the members of the
Board shall constitute a quorum. All determinations of the Board shall be made
by a majority of its members. Any decision or determination reduced to writing
and signed by a majority of the members shall be as effective as if it had been
made by a majority vote at a meeting properly called and held. This Plan shall
be administered in such a manner as to permit the Options granted under it which
are designated to be Incentive Options to qualify as Incentive Options. In
carrying out its authority under this Plan, the Board shall have full and final
authority and discretion, including but not limited to the following rights,
powers and authorities, to:

             (a) determine the Employees to whom and the time or times at which
Options or Stock Awards will be made,

             (b) determine the number of shares and the purchase price of Stock
covered in each Option or Stock Award, subject to the terms of the Plan,

             (c) determine the terms, provisions and conditions of each Option
and Stock Award, which need not be identical,

             (d) accelerate the time at which any outstanding Option may be
exercised,

             (e) define the effect, if any, on an Option or Stock Award of the
death, disability, retirement, or termination of employment of the Employee,

             (f) prescribe, amend and rescind rules and regulations relating to
administration of the Plan, and

             (g) make all other determinations and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.




                                      -16-



<PAGE>   20


The actions of the Board in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.


                                  ARTICLE VIII

                        AMENDMENT OR TERMINATION OF PLAN

                  The Board of Directors of the Company may amend, terminate or
suspend this Plan at any time, in its sole and absolute discretion; provided,
however, that to the extent required to qualify this Plan under Rule 16b-3
promulgated under Section 16 of the Exchange Act, no amendment that would (a)
materially increase the number of shares of Stock that may be issued under this
Plan, (b) materially modify the requirements as to eligibility for participation
in this Plan, or (c) otherwise materially increase the benefits accruing to
participants under this Plan, shall be made without the approval of the
Company's stockholders; provided further, however, that to the extent required
to maintain the status of any Incentive Option under the Code, no amendment that
would (a) change the aggregate number of shares of Stock which may be issued
under Incentive Options, (b) change the class of employees eligible to receive
Incentive Options, or (c) decrease the Option price for Incentive Options below
the Fair Market Value of the Stock at the time it is granted, shall be made
without the approval of the Company's stockholders. Subject to the preceding
sentence, the Board shall have the power to make any changes in the Plan and in
the regulations and administrative provisions under it or in any outstanding
Incentive Option as in the opinion of counsel for the Company may be necessary
or appropriate from time to time to enable any Incentive Option granted under
this Plan to continue to qualify as an incentive stock option or such other
stock option as may be defined under the Code so as to receive preferential
federal income tax treatment.


                                   ARTICLE IX

                                  MISCELLANEOUS


         9.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Employee under this Plan. All Employees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under this Plan.

         9.2 NO EMPLOYMENT OBLIGATION. The granting of any Option or Stock Award
shall not constitute an employment contract, express or implied, nor impose upon
the Company or any Affiliate any obligation to employ or continue to employ any
Employee. The right of the Company or any Affiliate to terminate the employment
of any person shall not be diminished or affected by reason of the fact that an
Option or Stock Award has been granted to him.




                                      -17-



<PAGE>   21



         9.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if
the Board finds by a majority vote after full consideration of the facts that
the Employee, before or after termination of his employment with the Company or
an Affiliate for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course of his
employment by the Company or an Affiliate, which conduct damaged the Company or
Affiliate, or disclosed trade secrets of the Company or an Affiliate, or (b)
participated, engaged in or had a material, financial or other interest, whether
as an employee, officer, director, consultant, contractor, stockholder, owner,
or otherwise, in any commercial endeavor which is competitive with the business
of the Company or an Affiliate without the written consent of the Company or
Affiliate, the Employee shall forfeit all outstanding Options and all
outstanding Restricted Stock, and including all exercised Options and other
situations pursuant to which the Company has not yet delivered a stock
certificate. Clause (b) shall not be deemed to have been violated solely by
reason of the Employee's ownership of stock or securities of any publicly owned
corporation, if that ownership does not result in effective control of the
corporation.

                  The decision of the Board as to the cause of the Employee's
discharge, the damage done to the Company or an Affiliate, and the extent of the
Employee's competitive activity shall be final. No decision of the Board,
however, shall affect the finality of the discharge of the Employee by the
Company or an Affiliate in any manner.

         9.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Employee any sums required by
federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option or lapse of restrictions on Restricted Stock. In the
alternative, the Company may require the Employee (or other person exercising
the Option or receiving the Restricted Stock) to pay the sum directly to the
employer corporation. If the Employee (or other person exercising the Option or
receiving the Restricted Stock) is required to pay the sum directly, payment in
cash or by check of such sums for taxes shall be delivered within 10 days after
the date of exercise or lapse of restrictions. The Company shall have no
obligation upon exercise of any Option or lapse of restrictions on Restricted
Stock until payment has been received, unless withholding (or offset against a
cash payment) as of or prior to the date of exercise or lapse of restrictions is
sufficient to cover all sums due with respect to that exercise. The Company and
its Affiliates shall not be obligated to advise an Employee of the existence of
the tax or the amount which the employer corporation will be required to
withhold.

         9.5 WRITTEN AGREEMENT. Each Option and Stock Award shall be embodied in
a written Option Agreement or Restricted Stock Agreement which shall be subject
to the terms and conditions of this Plan and shall be signed by the Employee and
by a member of the Board on behalf of the Board and the Company or an executive
officer of the Company other than the Employee on behalf of the Company. The
Option Agreement or Restricted Stock Agreement may contain any other provisions
that the Board in its discretion shall deem advisable which are not inconsistent
with the terms of this Plan. This Plan and all shares of stock or stock
equivalents granted pursuant hereto shall be subject to the terms of any
shareholders agreement entered into by the Company concurrent, or prior to, the
grant of any Option hereunder.




                                      -18-



<PAGE>   22



         9.6 INDEMNIFICATION OF THE BOARD AND THE BOARD OF DIRECTORS. With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Board and the Board of Directors against, and each
member of the Board and the Board of Directors shall be entitled without further
act on his part to indemnity from the Company for, all expenses (including
attorney's fees, the amount of judgments and the amount of approved settlements
made with a view to the curtailment of costs of litigation, other than amounts
paid to the Company itself) reasonably incurred by him in connection with or
arising out of any action, suit, or proceeding in which he may be involved by
reason of his being or having been a member of the Board and/or the Board of
Directors, whether or not he continues to be a member of the Board and/or the
Board of Directors at the time of incurring the expenses -- including, without
limitation, matters as to which he shall be finally adjudged in any action, suit
or proceeding to have been found to have been negligent in the performance of
his duty as a member of the Board or the Board of Directors. However, this
indemnity shall not include any expenses incurred by any member of the Board
and/or the Board of Directors in respect of matters as to which he shall be
finally adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Board and the Board of Directors. In addition, no right of indemnification
under this Plan shall be available to or enforceable by any member of the Board
and the Board of Directors unless, within 60 days after institution of any
action, suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. This right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Board and the Board of Directors and shall
be in addition to all other rights to which a member of the Board and the Board
of Directors may be entitled as a matter of law, contract, or otherwise.

         9.7 GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.

         9.8 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

         9.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, incentive or other compensation or benefit plans
in effect for the Company or any Affiliate, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation for
employees of the Company or any Affiliate.

         9.10 OTHER OPTIONS OR AWARDS. The grant of an Option or Stock Award
shall not confer upon the Employee the right to receive any future or other
Options or Stock Awards under this Plan, whether or not Options or Stock Awards
may be granted to similarly situated Employees, or the right to receive future
Options or Stock Awards upon the same terms or conditions as previously granted.

         9.11 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Texas.




                                      -19-



<PAGE>   23


         9.12 NO MODIFICATION, EXTENSION, OR RENEWAL OF CORPORATE PLAN OPTIONS,
1996 ISO PLAN OPTIONS, AND 1997 INCENTIVE PLAN OPTIONS. Notwithstanding any
provision in this Plan to the contrary, no provision of this Plan is intended to
modify, extend or renew any Corporate Plan Option, 1996 ISO Plan Option and 1997
Incentive Plan Option. Any provision in this Plan that is contrary to a
provision in the Corporate Plan Option, 1996 ISO Plan Option and 1997 Incentive
Plan Option that would create a modification, extension or renewal of such
option is hereby incorporated into this Plan. All terms, conditions and
limitations, if any, that are set forth in any previously granted option
agreement shall remain in full force and effect under the terms of the Plan
pursuant to which it was issued.

         9.13 CONFORMING AMENDMENTS TO OPTIONS ISSUED UNDER THE CORPORATE PLAN,
1996 ISO PLAN AND 1997 INCENTIVE PLAN ON AND AFTER THE EFFECTIVE DATE OF THIS
SECTION 9.13. Notwithstanding any provision in this Plan to the contrary, all
options issued under the Corporate Plan, the 1996 ISO Plan and the 1997
Incentive Plan on and after the effective date of this Section 9.13 shall be
subject to the same terms and conditions to those options that are issued under
Section 4.2 of the Plan.


                                      -20-