<PAGE>   1
                                                                    EXHIBIT 10.1

                                                     EXECUTIVE: EDWARD L. PIERCE


                              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: EDWARD L. PIERCE

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


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                                                     EXECUTIVE: EDWARD L. PIERCE

         exceptions, 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     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.

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

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

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

2.14     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: EDWARD L. PIERCE

         (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).

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

2.16     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.

2.17     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 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:

         (a)      The Executive shall be eligible for a contingent bonus with an
                  annual On-Target Amount as set forth in Schedule 1 (except
                  that the On-Target Amount for the calendar year in which the


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                                                     EXECUTIVE: EDWARD L. PIERCE

                  Employment begins will be reduced pro rata by the number of
                  days elapsed in such year on the Effective Date). The actual
                  bonus amount 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
                  senior executives. The bonus, if any, will be paid at the same
                  time and in the same manner as the payment of bonuses to other
                  senior executives of the Company as determined by the Company
                  in its discretion;

         (b)      The Executive shall be entitled to a signing bonus, in a total
                  amount, and payable in installments at times, set forth in
                  Schedule 2, in accordance with the normal payroll practices of
                  the Company. The Executive may elect, by notice to the
                  Company, to defer any then-due installment of the signing
                  bonus, without interest; and

         (c)      At a time determined by the Company in its discretion (but in
                  no event later than December 31, 2002), the Company will grant
                  to the Executive one or more options to purchase shares of the
                  Company's common stock, covering an aggregate number of shares
                  (adjusted to take into account any intervening stock splits,
                  reverse splits, recapitalizations, etc.) equal to (i) 100,000
                  shares, or (ii) if greater, the average number of shares for
                  which options were granted between May 2, 2001 and December
                  31, 2002 to senior vice presidents of the Company, excluding
                  the Executive.

                  (1)      Such option(s) granted to the Executive will be in
                           accordance with the Company's Omnibus Incentive Plan
                           or, in the discretion of the Company, another
                           stock-option plan used for option grants to senior
                           executives.

                  (2)      The option grant(s) to the Executive will be on terms
                           that include vesting over four years beginning on the
                           grant date, with 25% vesting at one year and
                           quarterly vesting of the remainder.

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


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                                                     EXECUTIVE: EDWARD L. PIERCE

         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 bonus
         amounts under Section 4.2(a) (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.


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                                                     EXECUTIVE: EDWARD L. PIERCE

6.3      If the Employment is terminated, the Executive will be entitled to
         payment of any declared or undeclared and unpaid contingent bonus
         amounts under Section 4.2(a), for the fiscal year in which the notice
         of termination (including notice of resignation) occurs and for
         preceding fiscal years, only as follows:

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


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                                                     EXECUTIVE: EDWARD L. PIERCE

         if any, executed by the Executive and by an authorized officer of the
         Company. 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 the Severance Period.

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      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, tort, 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.


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                                                     EXECUTIVE: EDWARD L. PIERCE

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 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 on-going access to pre-existing and new Confidential Information
         commensurate with the Executive's duties, including but not limited to
         access to 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 that, beginning on the
         date that the Company first provides the Executive with such access in
         any form, and ending on the date set forth in Section 10.4, unless the
         Company in its sole discretion gives its prior written consent, the
         Executive will not, directly or indirectly:

         (a)      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,


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                                                     EXECUTIVE: EDWARD L. PIERCE

                  agent, promoter, independent contractor, provider of personal
                  services or otherwise) in connection with such competing
                  business;

         (b)      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;

         (c)      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

         (d)      induce or assist any other Person to engage in any of the
                  activities described in subparagraphs (i) through (iii).

10.2     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 in
         Section 10.1. The Executive further acknowledges and agrees that: (i)
         the restrictions in Section 10.1 are fair and reasonable and the result
         of negotiation, relate to special, unique and extraordinary matters.

10.3     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 in Section 10.1. Such release will be the Executive's
         EXCLUSIVE REMEDY for any actual or alleged breach of this Agreement by
         the Company in not providing such access.

10.4     If the Executive violates the restrictions set forth in Section 10.1,
         and the Company brings a legal action for injunctive or other relief,
         the Company shall not be deprived of the benefit of those restrictions.
         Accordingly, the restrictions in Section 10.1 will end one (1) year
         after the later of (i) the date of termination of the Employment for
         any reason, and (ii) the date of entry by a court of competent
         jurisdiction of a final judgment enforcing the restrictions in Section
         10.1, as written or as modified by the court.

10.5     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.

10.6     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.


                                                                         PAGE 10
<PAGE>   11
                                                     EXECUTIVE: EDWARD L. PIERCE

10.7     If a Tribunal determines that any of the restrictions set forth in
         Section 10.1 is unreasonably broad or otherwise unenforceable under
         applicable law, 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.

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.      ARBITRATION.

12.1     Except as set forth in Section 12.3 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 binding arbitration before a single
         arbitrator 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 arbitration.

12.2     The 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).
         Unless otherwise agreed by the parties, the Company will pay all
         reasonable fees and expenses charged by the arbitrator and the AAA but
         will not pay the Executive's fees or expenses associated with the
         arbitration. 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
         the award rendered by the arbitrator may be entered in any court having
         jurisdiction.

12.3     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 arbitration.

12.4     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.


                                                                         PAGE 11
<PAGE>   12
                                                     EXECUTIVE: EDWARD L. PIERCE

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.

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.


                                    PAGE 12
<PAGE>   13
                                                     EXECUTIVE: EDWARD L. PIERCE

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: EDWARD L. PIERCE

<TABLE>
<CAPTION>
                                                      SCHEDULE 1
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                                     <C>
Effective Date             May 1, 2001
-------------------------- ------------------------------------------------------------------------------------------
Position                   Senior Vice President and Chief Financial Officer. 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             $16,666.67 per month (equivalent to $200,000 per year)
-------------------------- ------------------------------------------------------------------------------------------
On-Target Amount           $200,000
-------------------------- ------------------------------------------------------------------------------------------
Minimum annual vacation    20 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                        None
                               any other reason or no reason
                           ------------------------------------------------------- ----------------------------------
</Table>

<Table>
<Caption>
                                       SCHEDULE 2
    ------------------------------------------------------------------------
                        DATE                  SIGNING BONUS
                                           INSTALLMENT PAYMENT
    ------------------------------------------------------------------------
<S>                <C>                     <C>
                   4/30/2002                       $323,640.00
    ------------------------------------------------------------------------
                   7/31/2002                        $76,995.00
    ------------------------------------------------------------------------
                  10/31/2002                        $76,016.25
    ------------------------------------------------------------------------
                   1/31/2003                        $75,037.50
    ------------------------------------------------------------------------
                   4/30/2003                        $74,058.75
    ------------------------------------------------------------------------
                   7/31/2003                        $73,080.00
    ------------------------------------------------------------------------
                  10/31/2003                        $72,101.25
    ------------------------------------------------------------------------
                   1/31/2004                        $71,122.50
    ------------------------------------------------------------------------
                   4/30/2004                        $70,143.75
    ------------------------------------------------------------------------
                   7/31/2004                        $69,165.00
    ------------------------------------------------------------------------
                  10/31/2004                        $68,186.25
    ------------------------------------------------------------------------
                   1/31/2005                        $67,207.50
    ------------------------------------------------------------------------
                   4/30/2005                        $66,228.75
    ------------------------------------------------------------------------
                       TOTAL                     $1,182,982.50
    ------------------------------------------------------------------------
</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


                                                                         PAGE 14
<PAGE>   15
                                                     EXECUTIVE: EDWARD L. PIERCE

(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


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


                                                                         PAGE 15