Exhibit
10.10




Amendment
and Restatement of the Executive Bonus Plan





Executive
Bonus Plan


Double-Take
Software, Inc.





Plan Goals: To motivate
executive management to achieve the financial objectives of the
company.





Plan Participants: Executive
Management.





Targets:  Quarterly
and Annual Operating Profit and Quarterly and Annual Net Revenue, as contained
in Appendix I.





Bonus Distribution: The “total
bonus” is distributed into five (5) equal “sub bonuses;” one for each quarter’s
performance and one for the year-end performance. Sub bonuses are further
divided equally and based on achievement of operating profit and revenue
objectives.  Thus 10% of the total bonus is targeted at each quarter’s
operating profit, each quarter’s revenue, the year-end operating profit, and the
year-end revenue.





Recoup: Missed bonuses cannot
be recouped.





Achievement: 100% of the
sub-bonus is paid at achievement of 100% of each target.





Over Achievement: Sub-bonus
payments for achieving quarterly and annual revenue targets will be increased
proportionately by the amount each target is exceeded subject to a cap of 20%
above the revenue target bonus.  Sub-bonus payments for exceeding
quarterly and annual revenue targets by more than 20% will be increased
proportionately by the amount each target is exceeded, but only to the extent
that the operating profit target for the period in which the bonus is being paid
has been exceeded by a proportionate amount or greater. (By way of illustration,
for a revenue sub bonus to be paid at 135% of target in Q1, operating profit
would have to exceed its target for that quarter by 135% or
more.).  Sub-bonus payments for achieving operating profit targets
will be increased proportionately by the amount each target is exceeded subject
to a cap of 20% above the operating profit target sub-bonus.





Under Achievement: 60% of the
sub-bonus is paid at achievement of 92.5% of each target.


Bonuses
are increased proportionately between 92.5% and 100% (that is, each percentage
point increase between 92.5% and 100% achievement increases the bonus payment by
5.33%)





Bonus Override: In the event
that substantially all the assets or stock of the Company is acquired during the
bonus year, the revenue and profit objectives for the quarter in which the
transaction takes place and the year-end will be deemed to have been
made.





Payment: Payment of bonuses is
due within 45 days of the quarter or year-end. Payment will be in cash, net of
withholdings.





Termination: No bonus is due
if the executive leaves the company prior to the quarter end, for voluntary or
involuntary reasons. All earned bonuses are due for previous quarter performance
should the executive leave prior to receipt of payment.





Product Definition: This plan
has been structured under the assumptions that the corporation would sell and
support services and products offered at the time of the approval of the company
operating plan.  The Compensation Committee may readjust the plan,
should product offerings change.





Change Provision: This plan is
subject to change at any time for any reason deemed appropriate by the
Compensation Committee.  Mergers, acquisitions, licensing, new product
development and other factors may contribute to plan adjustments.