2002 Employee Stock Purchase Plan, as amended



 Exhibit 10.4A 
  
 ALTIRIS, INC. 
  
 2002 EMPLOYEE STOCK PURCHASE PLAN 
  
 The following constitutes the provisions of the 2002 Employee Stock Purchase Plan of Altiris, Inc. 
  
 1. Purpose. The purpose of the Plan is to provide Employees with an
opportunity to purchase Common Stock through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit Plan participation in a manner that is consistent with the requirements of that section of the Code. 
  

2. Definitions. 
  
 (a) “Administrator” means the Board or any committee thereof designated by the Board in accordance with Section 14. 
  
 (b) “Board” means the Board of Directors of the Company.

  
 (c) “Change of Control” means the occurrence
of any of the following events: 
  
 (i) Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding voting securities; or 
  
 (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or 
  
 (iii) The consummation of a merger or consolidation of the Company, with any
other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation. 
  
 (iv) A change in the composition of the Board,
as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of the Plan (pursuant to Section 23), or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an
actual or threatened proxy contest relating to the election of Directors of the Company. 







 (d) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code herein shall be a reference to any successor or amended section of the Code. 
  
 (e) “Common Stock” means the common stock of the Company. 
  
 (f) “Company” means Altiris, Inc., a Delaware corporation. 
  
 (g) “Compensation” means all base straight time gross
earnings, commissions, overtime, and shift premium, but exclusive of payments for incentive compensation, bonuses, and other compensation. 
  
 (h) “Designated Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion
as eligible to participate in the Plan. 
  
 (i)
“Director” means a member of the Board. 
  
 (j)
“Employee” means any individual who is a common law employee of an Employer and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer. For purposes of the
Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Employer. Where the period of leave exceeds ninety (90) days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. 
  

(k) “Employer” means any one or all of the Company and its Designated Subsidiaries. 
  
 (l) “Enrollment Date” means the first Trading Day of each
Offering Period. 
  
 (m) “Exchange Act” means the
Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. 
  
 (n) “Exercise Date” means the first Trading Day on or after February 1 and August 1 of each year. The first Exercise Date under the Plan
shall be February 1, 2003. 
  
 (o) “Fair Market
Value” means, as of any date, the value of Common Stock determined as follows: 
  
 (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable, or; 
  
 (ii) If the Common
Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid 
  

 -2- 








 and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable, or; 
  
 (iii) In the
absence of an established market for the Common Stock, its Fair Market Value shall be determined in good faith by the Administrator, or; 
  
 (iv) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as
set forth in the final prospectus deemed to be included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock (the “Registration Statement”).

  
 (p) “Offering Periods” means the periods of
approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after February 1 and August 1 of each year and terminating on the first Trading Day on or after the February
1 and August 1 Offering Period commencement date approximately six (6) months later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange
Commission declares the Company’s Registration Statement effective and end on the last Trading Day on or before February 1, 2003. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. 
  
 (q) “Parent” means a “parent corporation,” whether
now or hereafter existing, as defined in Section 424(e) of the Code. 
  
 (r) “Plan” means this 2002 Employee Stock Purchase Plan. 
  
 (s) “Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided
however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20. 
  
 (t) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 (u) “Trading Day” means a day on which the U.S. national stock exchanges and the Nasdaq System are open for
trading. 
  
 3. Eligibility. 
  
 (a) First Offering Period. Any individual who is an Employee
immediately prior to the first Offering Period under the Plan shall be automatically enrolled in the first Offering Period. 
  
 (b) Subsequent Offering Periods. Any individual who is an Employee as of the Enrollment Date of any future Offering Period shall be eligible to
participate in such Offering Period, subject to the requirements of Section 5. 
  

 -3- 








 (c) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company
or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or
Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate
which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time. 
  
 4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading Day on or after February 1 and August 1 of each year, or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance
with Section 20; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company’s Registration Statement
effective and end on February 1, 2003. The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is
announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. 
  
 5. Participation. 
  
 (a) First Offering Period. An Employee who has become a participant in the first Offering Period under the Plan pursuant to Section 3(a) shall be
entitled to continue his or her participation in such Offering Period only if he or she submits to the Company’s payroll office (or its designee) a properly completed subscription agreement authorizing payroll deductions in the form provided by
the Administrator for such purpose (i) no earlier than the effective date of the filing of the Company’s Registration Statement on Form S-8 with respect to the shares of Common Stock issuable under the Plan (the “Effective Date”) and
(ii) no later than five (5) business days from the Effective Date (the “Enrollment Window”). A participant’s failure to submit the subscription agreement during the Enrollment Window pursuant to this Section 5(a) shall result in the
automatic termination of his or her participation in the first Offering Period under the Plan. 
  
 (b) Subsequent Offering Periods. An Employee who is eligible to participate in the Plan pursuant to Section 3(b) may become a participant by (i) submitting to the Company’s payroll office (or its
designee), on or before a date prescribed by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose, or (ii)
following an electronic or other enrollment procedure prescribed by the Administrator. 
  

 -4- 








 6. Payroll Deductions. 
  
 (a) At the time a participant enrolls in the Plan pursuant to Section 5, he or she shall elect to have payroll deductions
made on each payday during the Offering Period in an amount not exceeding 10% of the Compensation which he or she receives on each such payday. 
  
 (b) Payroll deductions authorized by a participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in
the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10; provided, however, that for the first Offering Period under the Plan, payroll deductions shall commence on the
first payday on or following the end of the Enrollment Window. 
  
 (c) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account. 
  
 (d) A participant may discontinue his or her participation in the Plan as
provided in Section 10, or may change the rate of his or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the
Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure
prescribed by the Administrator. If a participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions shall continue at the originally elected rate throughout the Offering Period and
future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by participants during any Offering Period. Any
change in payroll deduction rate made pursuant to this Section 6(d) shall be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the participant (unless the Administrator, in
its sole discretion, elects to process a given change in payroll deduction rate more quickly). 
  
 (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c), a participant’s payroll deductions may be decreased to zero percent (0%) at any time
during an Offering Period. Payroll deductions shall recommence at the rate originally elected by the participant effective as of the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated
by the participant as provided in Section 10. 
  
 (f) At the time
the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax
withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary
for the Company to meet applicable withholding obligations, including any 
  

 -5- 








 withholding required to make available to the Company any tax deductions or benefits attributable to the sale or early
disposition of Common Stock by the Employee. 
  
 7. Grant of
Option. On the Enrollment Date of each Offering Period, each Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a
number of shares of Common Stock determined by dividing such participant’s payroll deductions accumulated prior to such Exercise Date and retained in the participant’s account as of the Exercise Date by the applicable Purchase Price;
provided that in no event shall a participant be permitted to purchase during the first Offering Period under the Plan more than 1,125 shares of Common Stock (subject to any adjustment pursuant to Section 19) and during each subsequent Offering
Period under the Plan more than 750 shares of Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(c) and 13. The Employee may accept the
grant of such option (i) with respect to the first Offering Period under the Plan, by submitting a properly completed subscription agreement in accordance with the requirements of Section 5(a) on or before the last day of the Enrollment Window, and
(ii) with respect to any future Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5(b). The Administrator may, for future Offering Periods, increase or decrease, in its absolute
discretion, the maximum number of shares of Common Stock that a participant may purchase during each Offering Period. Exercise of the option shall occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10. The
option shall expire on the last day of the Offering Period. 
  
 8.
Exercise of Option. 
  
 (a) Unless a participant withdraws
from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares of Common Stock shall be purchased; any payroll deductions accumulated in a participant’s account which are not
sufficient to purchase a full share shall be retained in the participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10. Any other monies left over in a
participant’s account after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her. 
  
 (b) Notwithstanding any contrary Plan provision, if the Administrator
determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date
of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company shall make a pro rata allocation of
the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date 
  

 -6- 








 or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make pro rata allocation of the
shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares of Common Stock for issuance under the Plan by the Company’s
shareholders subsequent to such Enrollment Date. 
  
 9.
Delivery. As soon as administratively practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of
his or her option in a form determined by the Administrator (in its sole discretion). No participant shall have any voting, dividend, or other shareholder rights with respect to shares of Common Stock subject to any option granted under the Plan
until such shares have been purchased and delivered to the participant as provided in this Section 9. 
  
 10. Withdrawal. 
  
 (a) Under procedures established by the Administrator, a participant may withdraw all but not less than all the payroll deductions credited to his or her
account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s payroll office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose,
or (ii) following an electronic or other withdrawal procedure prescribed by the Administrator. All of the participant’s payroll deductions credited to his or her account shall be paid to such participant as promptly as practicable after the
effective date of his or her withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5. 
  
 (b) A participant’s withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant
withdraws. 
  
 11. Termination of Employment. In the event
a participant ceases to be an Employee of an Employer, his or her option shall remain exercisable for a period of three (3) months from the date of such Employee’s termination. Upon the expiration of such three (3) month period or a date prior
to the expiration of such three (3) month period if requested by the participant, any payroll deductions credited to such participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan shall
be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such participant’s option shall be automatically terminated. The preceding sentence notwithstanding, a
participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the period in which the participant
is subject to such payment in lieu of notice. 
  

 -7- 








 12. Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.

  
 13. Stock. 
  
 (a) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19, the maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 500,000 shares plus an annual increase to be added on the first day of the Company’s fiscal year beginning in
fiscal year 2003, equal to the lesser of (i) 750,000 shares, (ii) 2% of the outstanding shares on such date or (iii) an amount determined by the Board. 
  
 (b) Shares of Common Stock to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse. 
  
 14. Administration.
The Plan shall be administered by the Board or a committee of members of the Board who shall be appointed from time to time by, and shall serve at the pleasure of, the Board. The Administrator shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate to
one or more individuals all or any part of its authority and powers under the Plan. Every finding, decision and determination made by the Administrator (or its designee) shall, to the full extent permitted by law, be final and binding upon all
parties. 
  
 15. Designation of Beneficiary. 
  
 (a) A participant may designate a beneficiary who is to receive any shares of
Common Stock and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares
and cash. In addition, a participant may designate a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married
and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 
  
 (b) Such designation of beneficiary may be changed by the participant at any time. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may designate. 
  
 (c) All beneficiary designations under this Section 15 shall be made in such form and manner as the Administrator may prescribe from time to time. 
  
 16. Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regard
to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the 
  

 -8- 








 laws of descent and distribution or as provided in Section 15) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 10. 
  
 17. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company
for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. Until shares of Common Stock are issued under the Plan (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), a participant shall only have the rights of an unsecured creditor with respect to such shares. 
  
 18. Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. 
  
 19. Adjustments, Dissolution, Liquidation or Change of Control.

  
 (a) Adjustments. In the event that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be
delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7 and 13. 
  
 (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless
prior to such date the participant has withdrawn from the Offering Period as provided in Section 10. 
  
 (c) Merger or Change of Control. In the event of a merger or Change of Control, each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Offering Periods then in progress shall be shortened by
setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the 
  

 -9- 








 date of the Company’s proposed merger or Change of Control. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10. 
  
 20. Amendment or Termination. 
  
 (a) The Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19, no such termination can affect
options previously granted under the Plan, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Plan is in the best interests of the Company and its
stockholders. Except as provided in Section 19 and this Section 20, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required. 
  
 (b) Without stockholder consent and without regard to whether any participant
rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of
properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan. 
  
 (c) In the event the Administrator determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited
to: 
  
 (i) altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase Price; 
  
 (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and 
  
 (iii) allocating shares. Such modifications or amendments shall not require
stockholder approval or the consent of any Plan participants. 
  
 21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form 
  

 -10- 








 specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

  
 22. Conditions Upon Issuance of Shares. Shares of
Common Stock shall not be issued with respect to an option under the Plan unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder, the Exchange Act and the requirements of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such compliance. 
  
 As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment
and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 
  
 23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect until terminated under Section 20. 
  

 -11- 








 ADDENDUM B 
  
 Altiris, Inc. 
 2002 Employee Stock Purchase Plan 
 Addendum—Australia 
  

	1.	 	Purpose 

  
 This addendum (“Australian Addendum”) to the Altiris, Inc. 2002 Employee Stock Purchase Plan is hereby adopted to set forth certain rules
which, together with the provisions of the U.S. Plan (which are modified by this addendum in certain respects to ensure compliance with ASIC Class Order 03/184), shall govern the operation of the Plan with respect to Australian resident employees of
the Company and its Australian Subsidiary. 
  
 The Plan is
intended to comply with the provisions of the Corporations Act 2001, ASIC Policy Statement 49 and ASIC Class Order 03/184. 
  

	2.	 	Definitions 

  
 Except as set forth below, capitalised terms used herein shall have the meaning ascribed to them in the U.S. Plan. In the event of any conflict between
these provisions and the U.S. Plan, these provisions shall prevail. 
  
 For the purposes of this Australian Addendum: 
  
 “ASIC” means the Australian Securities & Investments Commission; 
  
 “Australian Subsidiary” means Altiris Australia Pty Limited (ACN 094 597 332) and any other entity that is a Designated Subsidiary under
the Plan; 
  
 “Company” means Altiris, Inc.;

  
 “Plan” means the U.S. Plan as modified for
the purpose of its implementation in Australia by this Australian Addendum; 
  
 “Share” means a share of Common Stock of the Company; and 
  
 “U.S. Plan” means the Altiris, Inc. 2002 Employee Stock Purchase Plan. 
  

	3.	 	Form of Awards 

  
 Only ordinary Shares and options or rights to acquire Shares shall be awarded to Australian-resident employees under the Plan. 
  

	4.	 	Employees 

  
 In Australia, the offer under the Plan must be extended only to offerees who at the time of the offer are full or part-time employees or directors of the
Company or an Australian Subsidiary. 








	5.	 	Form of Offer 

  
 An offer to any offeree to participate in the Plan must be included in a document (“Offer Document”) which sets out the terms of the
offer and which must include or be accompanied by a copy of the rules of the Plan, or a summary of the rules of the Plan. Where a summary is provided with the offer, the Offer Document must include an undertaking that during the Offering Period, the
Company will make available upon request, a copy of the rules, without charge to the offeree, within a reasonable period of time. 
  
 The Company must take reasonable steps to ensure that any offeree to whom the offer is made is given a copy of the Offer Document. 
  

	6.	 	Australian Dollar Equivalent of Purchase Price at Offer Date 

  
 The Offer Document must specify the Australian dollar equivalent of the Purchase Price of the Shares offered were the Purchase Price formula applied at
the date of the Offer Document. 
  

	7.	 	Updated Purchase Price Information 

  
 The Offer Document must include an undertaking by the Company that it will during a Offering Period, within a reasonable period of an offeree so
requesting, make available to the offeree the following information: 
  

	 	(i)	the Australian dollar equivalent of the current market price of shares in the same class as the Shares offered under the Plan; and 

  

	 	(ii)	the Australian dollar equivalent of the Purchase Price as if the Purchase Price formula were applied at the date of the offeree’s request. 

  
 For the purposes of the above calculation, the current market price of a
Share shall be taken as the price quoted by the NASDAQ as the final price for the previous day on which the share was traded. 
  

	8.	 	Exchange Rate for Australian Dollar Equivalent of the Purchase Price 

  

For the purpose of clauses 6 and 7 (above), the Australian dollar equivalent of the Purchase Price and current market price of a Share shall be
calculated by reference to the relevant Australian/U.S. dollar exchange rate published by an Australian bank no earlier than the business day before the day to which price relates. 
  

	9.	 	Restriction on Capital Raising: 5% limit 

  
 The number of Shares the subject of an offer under the Plan or to be received on exercise of an option, when aggregated with: 
  

	 	(a)	the number of Shares in the same class which would be issued were each outstanding offer with respect to Shares, and or option to acquire unissued Shares, being an offer made or
option acquired pursuant to an employee share scheme extended only to employees or directors of the Company or of associated bodies corporate of the Company, to be accepted or exercised (as the case may be); and 









	 	(b)	the number of Shares in the same class issued during the previous 5 years pursuant to the Plan or any other employee share scheme extended only to employees or directors of the
Company or of associated bodies corporate of the Company, 

  
 but disregarding any offer made, or option acquired or Share issued by way or as a result of: 
  

	 	(c)	an offer to a person situated at the time of receipt of the offer outside Australia; or 

  

	 	(d)	an offer that was an excluded offer or invitation within the meaning of the Corporations Law as it stood prior to 13 March 2000; or 

  

	 	(e)	an offer that did not need disclosure to investors because of section 708 of the Corporations Act 2001; or 

  

	 	(f)	an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act 2001; or 

  

	 	(g)	an offer made under a disclosure document or a Product Disclosure Statement, 

  

must not exceed 5% of the total number of issued Shares in that class of the Company as at the time of the offer. 
  

	10.	 	Filing the Offer Document with the ASIC 

  
 A copy of the Offer Document (which need not contain details of the offer particular to the offeree such as the identity or entitlement of the offeree)
and each accompanying document must be provided to ASIC not later than 7 days after the first provision of that material to the offerees. 
  

	11.	 	Compliance with Undertakings 

  
 The Company or an associated body corporate of the Company must comply with any undertaking required to be made in the Offer Document by reason of the
ASIC Class Order 03/184. 
  

	12.	 	No Loan or Financial Assistance 

  
 Neither the Company nor any associated body corporate of it may offer offerees any loan or other financial assistance for the purpose of, or in connection
with, the acquisition of the Shares to which the offer relates. 








	13.	 	Contribution Plan 

  
 All deductions from wages or salary made in connection with participation in the Plan must be authorised by the offeree on the same form of application
which is used in respect of the offer, or on a form that is included in or accompanies the Offer Document. 
  
 Any contributions made by an offeree as part of the Plan must be held by the Company in trust for the offeree in an account of an Australian bank
(“Bank”) which is established and kept by the Company solely for the purpose of depositing contribution moneys and other money paid by offerees for the Shares on offer under the Plan. 
  
 Any Australian offeree may elect to discontinue their participation in the
Plan at any time and as soon as practicable after that election is made, all money deposited with the Bank in relation to that offeree including any accumulated interest must be repaid to that offeree. 
  

	14.	 	Contribution Details 

  
 The Offer Document must state: 
  

	 	(a)	the name of the Bank where the offeree’s contributions for the purposes of the Plan are held; 

  

	 	(b)	the length of time they may be held; and 

  

	 	(c)	the rate of interest payable (if any) on the contributions held in the account. 

  
 *        *        *        *        *