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                                                                   Exhibit 10.05


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      This Amended and Restated Employment Agreement is entered into effective
as of August 12, 2002 ("Agreement") by and between VERITAS Software Global
Corporation ("VERITAS") and Michael Cully, an individual ("Employee"), for
purposes of amending and restating in its entirety that certain agreement
between the parties dated as of the date first set forth above.

      VERITAS and Employee wish to memorialize the terms of Employee's
employment relationship with VERITAS on the terms and conditions contained in
this Agreement:

1. Employee will continue his employment with VERITAS through May 1, 2003.
   Employee will serve as the Controller of VERITAS until the earlier of (i) the
   date upon which a new controller is hired by VERITAS, (ii) the date
   designated by the Chief Financial Officer of VERITAS, or (iii) February 1,
   2003. During the period that Employee serves as Controller of VERITAS,
   Employee will report to the Chief Financial Officer and perform such
   assignments and projects, and take such direction from or work with other
   employees of VERITAS, as the Chief Financial Officer may designate from time
   to time. From the date that Employee ceases to serve as Controller of VERITAS
   through May 1, 2003, Employee agrees to provide such advisory and
   transitional services as may be requested by the Chief Financial Officer from
   time to time. Employee agrees to use Employee's best efforts to promote the
   interests of VERITAS and display a professional attitude during the period
   described in the preceding sentence. The parties agree that Employee's
   employment with VERITAS will continue to be "at - will" employment.

2. For all services to be rendered by Employee pursuant to this Agreement,
   Employee will receive a monthly salary equivalent to Employee's current
   monthly base salary, which will be paid in accordance with VERITAS' normal
   payroll practices and subject to the customary and required withholdings.
   Employee will be entitled to participate in the 2002 EIBP pursuant to the
   terms and conditions of such program, with any bonus based on a standard
   participant rate. In addition, Employee will be entitled to participate in
   VERITAS medical, dental and vision programs during his employment with
   VERITAS, subject to the terms and conditions of such programs.

3. Upon completion of Employee's employment with VERITAS on May 1, 2003,
   Employee will receive a standard final check that includes regular base pay
   through May 1, 2003, plus the value of his unused vacation earned through
   such date. Medical, dental and vision coverage will end on May 31, 2003 and
   the applicable COBRA notice will be provided to Employee. All other employee
   benefits will terminate on May 1, 2003, including his stock/option vesting
   and participation in the 401k Plan, provided, however, that Employee may
   exercise any such rights to vested benefits pursuant to the written terms of
   the VERITAS' stock option/issuance agreements or benefit plans.

4. VERITAS further agrees to (i) pay for the continuation of Employee's existing
   health coverage under COBRA for a nine (9) month period commencing on June 1,
   2003, which payments will be made directly to the COBRA benefits
   administrator, and (ii) provide Employee with up to three (3) months of
   outplacement services as determined by VERITAS; provided, however, that
   VERITAS' obligation to provide the foregoing benefits is conditioned upon
   Employee's continued employment through May 1, 2003 and signing and
   delivering to VERITAS a release agreement in a form acceptable to VERITAS.
   Other than as expressly provided in this Agreement, Employee understands and
   agrees that Employee is not entitled to any other compensation, bonuses or
   benefits from VERITAS.

5. Employee affirms his continuing obligations under the terms of the "Agreement
   concerning Certain Duties of VERITAS Software Corporation
   Employment-Inventions, Trade Secrets, Disclosures." Additionally, Employee
   will not at any time (whether during or after employment with VERITAS)
   disclose or use for Employee's own benefit or purposes or the benefit or
   purposes of any other person, firm, partnership, joint venture, association,
   corporation or other business organization, entity or enterprise other than
   VERITAS and any of its subsidiaries or affiliates, any trade secrets,
   confidential data, or other confidential information relating to customers,
   development programs,


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   costs, marketing, trading investment, sales activities, promotion, and
   affairs of VERITAS generally or of any subsidiary or affiliate of VERITAS,
   provided that the foregoing shall not apply to information which is known to
   the industry or the public other than as a result of Employee's breach of
   this covenant. Employee agrees that on or before May 1, 2003 he will return
   to VERITAS immediately all memoranda, books, papers, plans, information,
   letters and other data, and all copies thereof or therefrom, in any way
   relating to the business of VERITAS and its affiliates. VERITAS further
   cautions Employee that any unauthorized access or attempted access or
   misappropriation of VERITAS property, including but not limited to VERITAS'
   computer systems, will be prosecuted to the full extent of federal and state
   criminal and civil laws.

6. Employee agrees and acknowledges that for a period of one year following the
   execution of this Agreement, Employee will not solicit for employment, on
   Employee's own behalf or on behalf of another company or organization, any of
   VERITAS' employees or other workers.

7. This Agreement (a) represents the full agreement between Employee and VERITAS
   regarding his employment, (b) except as provided herein, supersedes all prior
   oral or written agreements regarding the subject matter hereof, and (c) may
   not be changed except in writing signed by Employee and an authorized Vice
   President or the Senior Director of Human Resources of VERITAS.

8. Employee is responsible for paying any income taxes related to amounts
   payable to Employee or for Employee's benefit under this Agreement.

9. This Agreement is governed and shall be construed under the laws of the State
   of California, excluding California's laws on conflicts of law. Employee
   agrees that if any provision, or portion of a provision, of this Agreement,
   for any reason, is held to be unenforceable, that such unenforceability will
   not affect any other provision, or portion of a provision, and this Agreement
   shall be construed as if such unenforceable provision or portion had never
   been contained herein. Furthermore, all disputes under this Agreement will be
   settled by arbitration in Santa Clara County, California, in accordance with
   the rules of the American Arbitration Association then in effect, and
   judgment upon the award rendered may be entered in any court with
   jurisdiction.

      In agreement with the foregoing, the parties have caused this Agreement to
be executed in duplicate originals.

VERITAS Software Global Corporation      Employee

By: /s/ Walter Pienkos                   By: /s/ Michael Cully
    ----------------------------------       ----------------------------------

Printed Name:  Walter Pienkos            Printed Name:  Michael Cully
               -----------------------                 ------------------------

Title:  Vice President, Human Resources
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Date: November 13, 2002                  Date:  November 13, 2002
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