**SEPARATION AGREEMENT**
This Separation Agreement (“Agreement”) is entered into by mutual agreement byand between **BindView Corporation**(“BindView” or “Company”) and **RONALD E.ROSENTHAL**(“Executive”) in connection with the Executive’s Resignation for GoodReason. This Agreement amends (i) the Executive Employment Agreement, (ii) theChange of Control Agreement, and (iii) any stock or stock option agreement(s),if any (“Stock Agreement(s)”), in each case between the Executive and theCompany. The agreements referenced in the immediately-preceding sentence arereferred to collectively herein as the “Prior Agreements.” In the case of anyinconsistencies or conflict between any of the Prior Agreements and thisAgreement, the terms of this Agreement shall govern. Each such Prior Agreementotherwise remains in effect in accordance with its terms. Defined terms usedherein have the meanings set forth in the Prior Agreements unless otherwiseindicated herein.
**1. Leave of absence:**The Executive will be on a leave of absence from Friday,April 15, 2005 through Friday, October 15, 2005, inclusive. The latter datewill be his last date of employment with the Company. During such leave ofabsence, the Executive will no longer serve as an officer of the Company andwill not hold himself out as having authority to take any action on behalf ofthe Company.
**2. Transition assistance:**During such leave of absence, the Executive willmake himself reasonably available by telephone from time to time during theCompany’s normal working hours, if and as requested by the Company’s chiefoperating officer, to assist with transition matters.
**3. Salary and bonus:**The Executive will continue on salary and currentbenefits as set forth in the Executive Employment Agreement during the leave ofabsence. The Executive will receive a bonus under the Company’s 2005 corporatebonus plan only if the Company achieves its interim financial targets undersuch plan for the six-month period ending June 30, 2005. This bonus (if any)will be computed by multiplying (i) the full year bonus amount that would havebeen earned by the Executive if the Company achieved its financial targets forthe full year to the same degree that the Company achieved its interimfinancial targets for the six-month period ending June 30, 2005, (both as setforth in the 2005 corporate bonus plan) by (ii) 105/365, which corresponds tothe number of days of the year the Executive was eligible to participate in theCompany’s corporate bonus plan for 2005. The maximum bonus that may be earnedby the Executive under this provision is $50,342.47, i.e., 105/365 of theExecutive’s Bonus Potential at Target of $175,000.00. The calculated bonusamount, if any, will be paid to the Executive on or before July 31, 2005. Theforegoing will be the Executive’s sole remaining eligibility for bonuses.
**4. Severance:**The Severance Payment, as defined in the Executive EmploymentAgreement, shall be reduced by one-half to reflect the salary to be earned bythe Executive during his leave of absence. The (reduced) Severance Paymentwill be paid in equal, twice-monthly installments beginning October 31, 2005and ending April 15, 2006.
**5. Insurance benefits:**The Executive will continue on Company-sponsoredinsurance as provided in the Executive Employment Agreement through April 15,2006.
**6. Insider-trading policy:**Effective Friday, April 15, 2005, the Executivewill no longer be subject to the restrictions of the Company’s insider-tradingpolicy (but will of course continue to be subject to the applicable laws andregulations prohibiting trading on the basis of material nonpublicinformation).
 

 

**7. Stock option vesting:**The Executive’s unvested and unexpired stock optionswill continue vesting through May 16, 2005, but will not vest any further afterthat date except to the extent that paragraph 8 below applies. The Executive’slast day for exercising vested but unexercised stock options will be Friday,January 13, 2006; all such options will expire at the market close on thatdate.
**8. Change of control:**If the Company undergoes a Change of Control whoseChange of Control Date is on or before October 15, 2005, then the Executive’sunvested stock options under the Stock Agreements shall be accelerated to be100% vested as of the Change of Control Date, and the Executive shall beentitled to exercise any outstanding options for the same period of time asthough he had Resigned for Good Reason on the day after such Change of ControlDate. If the Change of Control Date is after October 15, 2005, then noacceleration of vesting shall occur and the Executive shall be entitled toexercise his then-vested and unexercised stock options only as provided inparagraph 7 hereof.
**9. Release:**(a) The Company’s obligations under this Agreement are conditionedon and subject to the Executive’s signing and delivering to the Company theform of Release attached as Exhibit A to the Executive Employment Agreementcontemporaneously herewith. (b) If the Executive exercises the RevocationRight set forth in the form of Release, then this Agreement shall be null andvoid, and the provisions of the Prior Agreements shall govern, as though thisAgreement had never been executed.
**10. Mitigation not required:**Paragraph 6 of the Executive Employment Agreementshall also apply to the leave of absence period as set forth in paragraph 1hereof.
**11. Noncompetition covenant:**Except for tolling as set forth in paragraph 10.4of the Executive Employment Agreement, the Executive’s noncompetition covenantshall expire on April 15, 2006.
**12. Other:**Sections 12 (arbitration) and 13 (general provisions) of theExecutive Employment Agreement are incorporated into this Agreement byreference as though fully set forth.
EXECUTED the dates written below, to be effective April 15, 2005.   AGREED: