<PAGE>   1
                                                                   Exhibit 10.22

                                  VIASOFT, INC.

                           DEFERRED COMPENSATION PLAN









                             AS AMENDED AND RESTATED

                                  JULY 1, 1999
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
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<S>               <C>                                                                                          <C>
ARTICLE I             TITLE AND DEFINITIONS.......................................................................1
                  1.1     Title...................................................................................1
                  1.2     Definitions.............................................................................1

ARTICLE II            PARTICIPATION...............................................................................4

ARTICLE III           DEFERRAL ELECTIONS..........................................................................5
                 3.1      Elections to Defer Compensation.........................................................5
                 3.2      Investment Elections....................................................................6

ARTICLE IV            DEFERRAL ACCOUNTS AND TRUST FUNDING.........................................................6
                 4.1      Deferral Accounts.......................................................................6
                 4.2      Company Discretionary Contribution Account..............................................8
                 4.3      Trust Funding...........................................................................8

ARTICLE V             VESTING.....................................................................................8
                 5.1      Deferral Account........................................................................8
                 5.2      Company Discretionary Contribution Account..............................................8

ARTICLE VI            DISTRIBUTIONS...............................................................................9
                 6.1      Distribution of Deferred Compensation and Discretionary Company

                            Contributions.........................................................................9
                 6.2      Early Distributions....................................................................12
                 6.3      Inability to Locate Participant........................................................12
                 6.4      Payment of Policy Premiums.............................................................12

ARTICLE VII           ADMINISTRATION.............................................................................13
                 7.1      Committee..............................................................................13
                 7.2      Committee Action.......................................................................13
                 7.3      Powers and Duties of the Committee.....................................................13
                 7.4      Construction and Interpretation........................................................14
                 7.5      Information............................................................................14
                 7.6      Compensation, Expenses and Indemnity...................................................14
                 7.7      Quarterly Statements...................................................................15
                 7.8      Disputes...............................................................................15

ARTICLE VIII          MISCELLANEOUS..............................................................................15
                 8.1      Unsecured General Creditor.............................................................15
                 8.2      Restriction Against Assignment.........................................................15
                 8.3      Withholding............................................................................15
                 8.4      Amendment, Modification, Suspension or Termination.....................................15
</TABLE>

                                       ii
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<TABLE>
<S>                                                                                                              <C>
                 8.5      Governing Law..........................................................................15
                 8.6      Receipt or Release.....................................................................15
                 8.7      Payments on Behalf of Persons Under Incapacity.........................................15
                 8.8      Limitation of Rights and Employment Relationship.......................................15
                 8.9      Headings...............................................................................15
</TABLE>

                                      iii
<PAGE>   4
                                  VIASOFT, INC.

                           DEFERRED COMPENSATION PLAN

                  WHEREAS, Viasoft, Inc. (the "Company") desires to establish
the Viasoft Deferred Compensation Plan to provide supplemental retirement income
benefits for a select group of management and highly compensated employees
through deferrals of salary and incentive compensation effective as of July 1,
1997; and

                  WHEREAS, the Company adopted Amendment No. 1 to the Plan
effective June 30, 1998 and now wishes to amend and restate the Plan effective
July 1, 1999;

                  NOW, THEREFORE, effective as of July 1, 1999, the Plan is
hereby amended and restated to read as follows:

                                    ARTICLE I

                              TITLE AND DEFINITIONS

         1.1      Title.

                  This Plan shall be known as the Viasoft, Inc. Deferred
Compensation Plan.

         1.2      Definitions.

                  Whenever the following words and phrases are used in this
Plan, with the first letter capitalized, they shall have the meanings specified
below.

                  (a)      "Account" or "Accounts" shall mean a Participant's
Deferral Account and/or Company Discretionary Contribution Account.

                  (b)      "Base Salary" shall mean a Participant's annual base
salary, excluding bonus, incentive and all other remuneration for services
rendered to Company and prior to reduction for any salary contributions to a
plan established pursuant to Section 125 of the Code or qualified pursuant to
Section 401(k) of the Code.

                  (c)      "Beneficiary" or "Beneficiaries" shall mean the
person or persons, including a trustee, personal representative or other
fiduciary, last designated in writing by a Participant in accordance with
procedures established by the Committee to receive the benefits specified
hereunder in the event of the Participant's death (other than the death benefits
described in Section 6.1(b)(1) unless such person is designated as a beneficiary
under the Policy described therein). No beneficiary designation shall become
effective until it is filed with the Committee. Any designation shall be
revocable at any time through a written instrument filed by the Participant with
the Committee with or without the consent of the previous Beneficiary. If there
is no Beneficiary designation in effect, then the person designated to receive
the death benefit specified in Section 6.1(b)(1) shall be the Beneficiary.
However, no designation of a Beneficiary other than the Participant's spouse
shall be valid unless consented to in writing by such spouse. If there is no
<PAGE>   5
such designation or if there is no surviving designated Beneficiary, then the
Participant's surviving spouse shall be the Beneficiary. If there is no
surviving spouse to receive any benefits payable in accordance with the
preceding sentence, the duly appointed and currently acting personal
representative of the Participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the Beneficiary. In any
case where there is no such personal representative of the Participant's estate
duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary shall
mean the person or persons who can verify by affidavit or court order to the
satisfaction of the Committee that they are legally entitled to receive the
benefits specified hereunder. In the event any amount is payable under the Plan
to a minor, payment shall not be made to the minor, but instead be paid (a) to
that person's living parent(s) to act as custodian, (b) if that person's parents
are then divorced, and one parent is the sole custodial parent, to such
custodial parent, or (c) if no parent of that person is then living, to a
custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor. Payment by Company pursuant to any unrevoked Beneficiary designation,
or to the Participant's estate if no such designation exists, of all benefits
owed hereunder shall terminate any and all liability of Company.

                  (d)      "Board of Directors" or "Board" shall mean the Board
of Directors of Viasoft, Inc.

                  (e)      "Change in Control" shall mean and include each of
the following:

                           (1) Any transaction or series of transactions,
         whereby any person (as that term is used in Section 13 and 14(d)(2) of
         the Securities and Exchange Act of 1934), excluding affiliates of the
         Company as of the Effective Date, is or becomes the beneficial owner
         (as that term is used in Section 13(d) of the Securities and Exchange
         Act of 1934) directly or indirectly, of securities of the Company
         representing 20% or more of the combined voting power of the Company's
         then outstanding securities;

                           (2) Any merger, consolidation, or liquidation of the
         Company in which the Company is not the continuing or surviving
         corporation or pursuant to which common stock of company with par value
         of $.001 would be converted into cash, securities, or other property,
         other than a merger or consolidation with a wholly owned subsidiary, a
         reincorporation of the Company in a different jurisdiction, or other
         transaction in which there is no substantial change in the shareholders
         of the Company.

                           (3) The sale, transfer, or other disposition of all
         or substantially all of the assets of the Company.

                                       2
<PAGE>   6
                  (f)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                  (g)      "Committee" shall mean the Committee appointed by the
Board to administer the Plan in accordance with Article VII.

                  (h)      "Commissions" shall mean a Participant's remuneration
earned from Company which is dependent on sales activity and is not related to
Base Salary or Performance Bonuses.

                  (i)      "Company" shall mean Viasoft, Inc. and any successor
corporations. Company shall include each corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which Viasoft, Inc. is a component member, if the Board provides that
such corporation shall participate in the Plan.

                  (j)      "Company Discretionary Contribution Account" shall
mean the bookkeeping account maintained by Company for each Participant that is
credited with an amount equal to the Company Discretionary Contribution Amount,
if any, and earnings and losses pursuant to Section 4.2.

                  (k)      "Company Discretionary Contribution Amount" shall
mean, for each Participant for a Plan Year, an additional discretionary amount
allocated to a Participant under this Plan as determined by the Committee. Such
amount may differ from Participant to Participant both in amount, including no
contribution, and as a percentage of Compensation.

                  (l)      "Compensation" shall mean Base Salary, Commissions
and Performance Bonuses that the Participant is entitled to receive for services
rendered to the Company.

                  (m)      "Deferral Account" shall mean the bookkeeping account
maintained by the Committee for each Participant that is credited with amounts
equal to (1) the portion of the Participant's Compensation that he or she elects
to defer, and (2) interest pursuant to Section 4.1.

                  (n)      "Distributable Amount" shall mean the sum of (1) the
amounts credited to a Participant's Deferral Account and (2) the vested portion
of the amount credited to his or her Company Discretionary Contribution Account.

                  (o)      "Early Distribution" shall mean an election by a
Participant in accordance with Section 6.2 to receive a withdrawal of amounts
from his or her Deferral Account and Company Discretionary Contribution Account
prior to the time in which such Participant would otherwise be entitled to such
amounts.

                  (p)      "Effective Date" shall mean July 1, 1997.

                  (q)      "Eligible Employee" shall mean such management and
highly compensated employees as are designated by the Committee for
participation in this Plan.

                  (r)      "Fund" or "Funds" shall mean one or more of the
investment funds selected by the Committee pursuant to Section 3.2(b).

                                       3
<PAGE>   7
                  (s)      "Initial Election Period" for an Eligible Employee
shall mean the 30-day period following July 1, 1997 or the 30-day period
following the date on which he or she becomes an Eligible Employee.

                  (t)      "Interest Rate" shall mean, for each Fund, an amount
equal to the net rate of gain or loss on the assets of such Fund during each
month.

                  (u)      "Participant" shall mean any Eligible Employee who
becomes a Participant in accordance with Section 2.1.

                  (v)      "Payment Date" shall mean the time as soon as
practicable after (1) the first day of the month following the end of the
calendar quarter in which the Participant's employment terminates for any
reason, or (2) the Scheduled Withdrawal Date..

                  (w)      "Performance Bonuses" shall mean the quarterly
performance bonus and annual performance bonus earned during a Plan Year,
whether or not paid during such Plan Year as such performance bonuses may be
determined by the Company.

                  (x)      "Plan" shall mean the Viasoft, Inc. Deferred
Compensation Plan set forth herein, now in effect, or as amended from time to
time.

                  (y)      "Plan Year" shall mean the 12 consecutive month
period beginning on each July 1 and ending on June 30.

                  (z)      "Policy" shall mean an insurance policy purchased in
accordance with the terms of this Plan.

                  (aa)      "Retirement" or "Retires" shall mean the attainment
of age of 60 by a Participant and his or her termination of employment with
Company.

                  (bb)      "Scheduled Withdrawal Date: shall be the
distribution date elected by the Participant for an inservice withdrawal of all
amounts of Compensation deferred in a given Plan Year, and earnings and losses
attributable thereto, as set forth on the election form for such Plan Year.

                  (cc)      "Trust" shall mean Viasoft Deferred Compensation
Plan Trust.

                                   ARTICLE II

                                  PARTICIPATION
                                  -------------

                  An Eligible Employee shall become a Participant in the Plan by
(1) electing to defer a portion of his or her Compensation in accordance with
Section 3.1, (2) filing a life insurance application form along with his or her
deferral election form, and (3) complying with such medical underwriting
requirements as determined by the life insurance carrier selected by the
Company. An Eligible Employee who completes the requirements of the preceding
sentence shall commence participation in this Plan as of the first day of the
month in which Compensation is

                                       4
<PAGE>   8
deferred. A money market rate of interest will be applied to all Participant
deferrals and Company Contributions until a Participant receives notification
that the life insurance policies which have been applied for have been issued by
the life insurance carrier. In the event it is determined by the Committee, that
the proposed life insurance policy cannot be obtained in a cost efficient manner
after medical underwriting requirements have been met, the Participant shall not
be eligible to receive death benefits in accordance with Section 6.1(c) of the
Plan.

                                   ARTICLE III

                               DEFERRAL ELECTIONS

         3.1      Elections to Defer Compensation.

                  (a)      Initial Election Period. Subject to the provisions of
Article II, each Eligible Employee may elect to defer Base Salary and/or
Performance Bonuses by filing with the Committee an election that conforms to
the requirements of this Section 3.1, on a form provided by the Committee, no
later than the last day of his, her or its Initial Election Period.

                  (b)      General Rule. The amount of Compensation which an
Eligible Employee may elect to defer is such Compensation earned on or after the
time at which the Eligible Employee elects to defer in accordance with Sections
1.2(s) and 3.1(a) and shall be a flat dollar amount which shall not exceed 50%
of the Eligible Employee's Base Salary and/or 100% of his Performance Bonuses
and Commissions, provided that the total amount deferred by a Participant shall
be limited in any calendar year, if necessary, to satisfy Social Security tax
(including Medicare), income tax and employee benefit plan withholding
requirements as determined in the sole and absolute discretion of the Committee.
The minimum contribution which may be made in any Plan Year by an Eligible
Employee shall not be less than $5,000, provided such minimum contribution can
be satisfied from either Base Salary and/or Performance Bonus and Commission
deferrals.

                  (c)      Duration of Compensation Deferral Election. An
Eligible Employee's initial election to defer Base Salary must be filed before
July 30. 1997 and is to be effective for the next pay period. A Participant may
increase, decrease or terminate a deferral election with respect to Base Salary
for any subsequent Plan Year by filing a new election on or before June 30,
which election shall be effective on the first day of the next following Plan
Year. An Eligible Employee's Initial Election to defer Performance Bonuses and
Commissions must be filed by July 30, 1997. Any subsequent election with respect
to Performance Bonuses and Commissions must be filed by June 30 of the year
prior to the year that the Performance Bonuses and Commissions are earned. All
elections with respect to Performance Bonuses and Commissions are for one Plan
Year. In the case of an employee who becomes an Eligible Employee after July 1,
1997, such Eligible Employee shall have 30 days from the date he or she has
become an Eligible Employee to make an Initial Election with respect to Base
Salary, Performance Bonuses and Commissions. Such election shall be for the
remainder of the Plan Year.

                  (d)      Elections other than Elections during the Initial
Election Period. Subject to the limitations of Section 3.1(b) above, any
Eligible Employee who fails to elect to defer

                                       5
<PAGE>   9
Compensation during his or her Initial Election Period may subsequently become a
Participant, and any Eligible Employee who has terminated a prior Compensation
deferral election may elect to again defer Compensation, by filing an election,
on a form provided by the Committee, to defer Compensation as described in
Sections 3.1(b) and 3.1(c) above. An election to defer Compensation must be
filed on or before June 15 and will be effective for Compensation earned during
pay periods beginning after the following July 1.

         3.2      Investment Elections.

                  (a)      At the time of making the deferral elections
described in Section 3.1, the Participant shall designate, on a form provided by
the Committee, the types of investment funds the Participant's Account will be
deemed to be invested in for purposes of determining the amount of earnings to
be credited to that Account. In making the designation pursuant to this Section
3.2, the Participant may specify that all or any multiple of his Deferral
Account (equal to or greater than 10% in whole percentage increments) be deemed
to be invested in one or more of the types of investment funds listed above.
Effective as of the end of any calendar month, a Participant may change the
designation made under this Section 3.2 by filing an election, on a form
provided by the Committee, at least 5 days prior to the end of such month. If a
Participant fails to elect a type of fund under this Section 3.2, he or she
shall be deemed to have elected the Money Market type of investment fund.

                  (b)      Although the Participant may designate the type of
investment funds in Section 3.2(a) above, the Committee shall not be bound by
such designation. The Committee shall select from time to time, in its sole
discretion, a commercially available investment fund of each of the types
described in Section 3.2(a) above to be the Funds. The Interest Rate of each
such commercially available investment fund shall be used to determine the
amount of earnings or losses to be credited to Participant's Account under
Article IV.

                  (c)      Pursuant to the requirements of Section 2.1 that a
Participant complete a life insurance application before being eligible to
participate in this Plan, a Participant's Deferral Account will be used to pay
for the supplemental life insurance coverage. The life insurance death benefit
will be an amount equal to a multiple of the Participant's first-year deferral
as set forth in Section 6.1(c).

                                   ARTICLE IV

                       DEFERRAL ACCOUNTS AND TRUST FUNDING

         4.1      Deferral Accounts.

                  The Committee shall establish and maintain a Deferral Account
for each Participant under the Plan. Each Participant's Deferral Account shall
be further divided into separate subaccounts ("investment fund subaccounts"),
each of which corresponds to a investment fund or contract elected by the
Participant pursuant to Section 3.2(a). A Participant's Deferral Account shall
be credited as follows:

                                       6
<PAGE>   10
                  (a)      As of the last day of each month, the Committee shall
credit the investment fund subaccounts of the Participant's Deferral Account
with an amount equal to Compensation deferred by the Participant during each pay
period ending in that month in accordance with the Participant's election under
Section 3.2(a); that is, the portion of the Participant's deferred Compensation
that the Participant has elected to be deemed to be invested in a certain type
of investment fund shall be credited to the investment fund subaccount
corresponding to that investment fund;

                  (b)      As of the last day of each month, each investment
fund subaccount of a Participant's Deferral Account shall be credited with
earnings or losses in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the last day of the
preceding month by the Interest Rate for the corresponding fund selected by the
Company pursuant to Section 3.2(b).

                  (c)      In the event that a Participant elects for a given
Plan Year's deferral of Compensation to have a Scheduled Withdrawal Date, all
amounts attributed to the deferral of Compensation for such Plan Year shall be
accounted for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.

         4.2      Company Discretionary Contribution Account.

                  The Committee shall establish and maintain a Company
Discretionary Contribution Account for each Participant under the Plan. Each
Participant's Company Discretionary Contribution Account shall be further
divided into separate investment fund subaccounts corresponding to the
investment fund elected by the Participant pursuant to Section 3.2(a). A
Participant's Company Discretionary Contribution Account shall be credited as
follows:

                  (a)      As of the last day of each Plan Year, the Committee
shall credit the investment fund subaccounts of the Participant's Company
Discretionary Contribution Account with an amount equal to the Company
Discretionary Contribution Amount, if any, applicable to that Participant, that
is, the proportion of the Company Discretionary Contribution Amount, if any,
which the Participant elected to be deemed to be invested in a certain type of
investment fund shall be credited to the corresponding investment fund
subaccount; and

                  (b)      As of the last day of each month, each investment
fund subaccount of a Participant's Company Discretionary Contribution Account
shall be credited with earnings or losses in an amount equal to that determined
by multiplying the balance credited to such investment fund subaccount as of the
last day of the preceding month by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).

         4.3      Trust Funding.

                  The Company has created a Trust with First American Trust
Company serving as initial trustee. The Company shall cause the Trust to be
funded each year. The Company shall contribute to the Trust an amount equal to
the amount deferred by each Participant for the Plan

                                       7
<PAGE>   11
Year. The Company shall contribute to the Trust an amount equal to the Company
Discretionary Contribution Amount for the Plan Year. The Company may also
contribute such additional amounts as it shall deem necessary or appropriate if
needed to pay for the insurance premiums on the Policies needed to fund the
death benefits pursuant to Section 6.1(c)(1) of the Plan.

                  Although the principal of the Trust and any earnings thereon
shall be held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan Participants and beneficiaries as
set forth therein, neither the Participants nor their beneficiaries shall have
any preferred claim on, or any beneficial ownership in, any assets of the Trust
prior to the time such assets are paid to the Participants or beneficiaries as
benefits and all rights created under this Plan shall be unsecured contractual
rights of Plan Participants and beneficiaries against the Company. Any assets
held in the Trust will be subject to the claims of Company's general creditors
under federal and state law in the event of insolvency as defined in Section
4.2(a) of the Trust.

                  The assets of the Plan and Trust shall never inure to the
benefit of the Company and the same shall be held for the exclusive purpose of
providing benefits to Participants and their beneficiaries, deferring reasonable
expenses of administering the Plan and Trust. The sole exception to the
foregoing shall be if any amounts remain after payment to a Participant, such
amounts shall be transferred by the Trustee to the Company.

                                    ARTICLE V

                                     VESTING

         5.1      Deferral Account.

                  A Participant's Deferral Account shall be 100% vested at all
times.

         5.2      Company Discretionary Contribution Account.

                  A Company Discretionary Contribution Amount, if any, shall
vest and become nonforfeitable if the Participant is still in the employ of the
Company on the last day of the fifth Plan Year after a Company Discretionary
Contribution has been made with respect to a particular Plan Year.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         6.1      Distribution of Deferred Compensation and Discretionary
Company Contributions.

                  (a)      Distribution Without Scheduled Withdrawal Date. In
the case of a Participant who terminates employment with Company for a reason
other than death and who either (i) Retires, or (ii) terminates as a result of a
long-term disability (as defined in the Company's Long-Term Disability Income
Plan for executives), the Distributable Amount shall be paid to the Participant
(and after his or her death to his or her Beneficiary) from among the

                                       8
<PAGE>   12
following optional forms of benefit as elected by the Participant on the form
provided by Company during his or her Initial Election Period, as may be
modified pursuant to Section 6.1(f).

                           (1)      A lump sum distribution beginning on the
Participant's Payment Date.

                           (2)      Substantially equal quarterly installments
over five (5) years beginning on the Participant's Payment Date.

                           (3)      Substantially equal quarterly installments
over ten (10) years beginning on the Participant's Payment Date.

                           In the event a Participant fails to elect an optional
form of benefit during his or her Initial Election Period, the Participant's
Distributable Amount will be distributed in substantially equal quarterly
installments over three (3) years beginning on his or her Payment Date.

                           In the event a Participant's employment is
involuntarily terminated, such Participant will receive his or her Distributable
Amount in substantially equal quarterly installments over three (3) years,
unless such Participant has previously elected to receive his or her
Distributable Amount in a lump-sum distribution.

                           In the event of any other type of employment
termination, the Participant shall receive his Distributable Amount in a lump
sum beginning on the Payment Date.

                           The Participant's Accounts shall continue to be
credited with earnings pursuant to Section 4.1 of the Plan until all amounts
credited to his or her Accounts under the Plan have been distributed.

                  (b)      Distribution With Scheduled Withdrawal Date. In the
case of a Participant who has elected a Scheduled Withdrawal Date for a
distribution while still in the employ of the Company, such Participant shall
receive his or her Distributable Amount, but only with respect to those
deferrals of Compensation and earnings on such deferrals of Compensation as
shall have been elected by the Participant to be subject to the Scheduled
Withdrawal Date in accordance with Section 1.2(bb) of the Plan. A Participant's
Scheduled Withdrawal Date with respect to amounts of Compensation deferred in a
given Plan Year can be no earlier than two years from the last day of the Plan
Year for which the deferrals of Compensation are made. A Participant may extend
the Scheduled Withdrawal Date for the deferral of Compensation for any Plan
Year, provided such extension occurs at least one year before the Scheduled
Withdrawal Date and is for a period of not less than two years from the
Scheduled Withdrawal Date. The Participant shall have the right to twice modify
any Scheduled Withdrawal Date. In the event a participant terminates employment
with Company prior to a Scheduled Withdrawal Date, the Participant's entire
Distributable Amount will be paid as follows:

                           (1) In the case of Retirement or a long-term
         disability (as defined in the Company's Long-Term Disability Income
         Plan for executives) in substantially equal quarterly installments over
         fifteen (15) years beginning on the Participant's Payment Date,

                                       9
<PAGE>   13
or with the consent of the Company an optional form of benefit as set forth in
Sections 6.1(a)(1)(2)(3) may be chosen.

                           (2) In the event a Participant's termination of
         employment with Company is involuntary, such Participant will receive
         his or her Distributable Amount in substantially equal quarterly
         installments over three (3) years beginning on the Payment Date.

                           (3) In the event of any other type of employment
         termination, the Participant shall receive his Distributable Amount in
         a lump sum beginning on the Payment Date.

                  (c)      In the case of a Participant who dies while employed
by the Company, the following benefits shall be provided:

                           (1) that portion of the death benefit of any
          life insurance policy purchased by the Company to insure the life of
          the Participant and which is subject to a "Split-Dollar Life Insurance
          Agreement" (as described therein) (the "Policy") which is equal to the
          following amounts:

                                    (i) If a Participant elects during his
          first twelve months of Plan Participation (whether such election
          occurs during more than one Plan Year) to defer Base Salary only, such
          Participant's death benefit shall equal his Base Salary deferrals
          annualized over the first twelve months of Plan Participation
          multiplied by twenty. This amount shall constitute the Participant's
          death benefit for the remainder of his participation in the Plan.

                                    (ii) If a Participant elects during his
          first twelve months of Plan Participation to defer either bonuses
          and/or commissions only, such Participant's death benefit during the
          first twelve months of Plan Participation (whether such election
          occurs during more than one Plan Year) shall be $100,000. At the end
          of the initial twelve month period, the amount of the Participant's
          deferral of Performance Bonuses and Commissions shall be aggregated
          and multiplied by twenty, which amount shall constitute the
          Participant's death benefit for the remainder of his or her
          participation in this Plan.

                                    (iii) In the event that a Participant elects
          to defer Base Salary and Performance Bonuses and/or Commissions, then
          the Participant's death benefit during his first twelve months of Plan
          Participation (whether such election occurs during more than one Plan
          Year) shall equal his Base Salary deferrals annualized over twelve
          months multiplied by twenty. At the end of the initial twelve month
          period, the Participant's death benefit shall equal the amount of Base
          Salary deferrals annualized during the first twelve months multiplied
          by twenty plus all deferrals of Performance Bonuses and Commissions
          which occurred during the first twelve months shall be aggregated and
          multiplied by twenty. This amount shall constitute the Participant's
          death benefit for the remainder of his participation in the Plan.

                                       10
<PAGE>   14
Any such Policy shall be subject to certain conditions set forth in a
"split-dollar life insurance agreement" between the Participant, Trustee and the
Company, pursuant to which the Participant may designate a beneficiary with
respect to the portion of the Policy proceeds described in the preceding
sentence in the event the Participant dies prior to terminating employment with
the Company. The Participant shall have the right to designate and change such
beneficiary (which need not be his or her Beneficiary) at any time on a form
provided by and filed with the insurance company. If no such form is on file
with the insurance company, the insurance proceeds designated in this paragraph
(1) shall be paid to the Beneficiary. The benefit payable pursuant to this
paragraph (1) shall only be paid if the insurance company agrees that the
Participant is insurable and shall be subject to all conditions and exceptions
set forth in the applicable insurance policy. Notwithstanding the provision of
this Plan or any other document to the contrary, the Company shall not have any
obligation to pay the Participant or his or her beneficiary any amounts
described in Section 6.1(c)(1); all such amounts due pursuant to Section
6.1(c)(1) shall be payable solely from the proceeds of the Policy, if any.
Furthermore, the Company is not obligated to maintain the Policy; no death
benefit shall be payable hereunder if the Company has discontinued the Policy
for the Participant. In addition, no Policy shall be allocated to any Account.

                           (2)      The Account Balance in a lump sum or
installments as previously elected by the Participant.

                  (d)      In the event a Participant dies after he has retired
from the employ of the Company and still has a balance in his or her Account,
the balance shall continue to be paid in quarterly installments for the
remainder of the period as elected by the Participant.

                  (e)      In the event of a Change in Control and the
Participant's employment is terminated for any reason (either voluntary or
involuntary) within two years of the Change in Control, the Participant's
Distributable Amount shall be paid in a lump sum on the Payment Date.

                  (f)      A Participant may modify the form of benefit that he
or she has previously elected, provided such modification occurs at least one
(1) year before the event triggering the distribution (i.e. the termination of
Participant's employment with the Company or the Scheduled Withdrawal Date, as
the case may be).

         6.2      Early Distributions.

                  A Participant shall be permitted to elect an Early
Distribution from his or her Deferral Account and the vested portion of his or
her Company Discretionary Contribution Account prior to the Payment Date,
subject to the following restrictions:

                  (a)      The election to take an Early Distribution shall be
made by filing a form provided by and filed with the Committee prior to the end
of any calendar month.

                  (b)      The amount of the Early Distribution shall in all
cases equal 90% of the Deferral Account and 90% of the vested portion of his
Company Discretionary Contribution Account as of the end of the calendar month
as of which the distribution is to be made.

                                       11
<PAGE>   15
                  (c)      The amount described in subsection (b) above shall be
paid in a single cash lump sum as soon as practicable after the end of the
calendar month in which the Early Distribution election is made.

                  (d)      If a Participant receives an Early Distribution, the
remaining balance of his or her Deferral Account (10% of the Deferral Account)
and the remaining balance of his vested Company Discretionary Contribution
Account (10% of the vested Company Discretionary Contribution Account) shall be
permanently forfeited and the Company shall have no obligation to the
Participant or his Beneficiary with respect to such forfeited amount.

                  (e)      If a Participant receives an Early Distribution, the
following rules will apply for the balance of the Plan Year and for the
following Plan Year: (i) the Participant will be ineligible to participate in
the Plan, and (ii) neither the Participant (nor his Beneficiary or
beneficiaries) shall be entitled to death benefits under Section 6.1(c)(1) or
(2).

         6.3      Inability to Locate Participant.

                  In the event that the Committee is unable to locate a
Participant or Beneficiary within two years following the required Payment Date,
the amount allocated to the Participant's Deferral Account, shall be forfeited.
If, after such forfeiture, the Participant or Beneficiary later claims such
benefit, such benefit shall be reinstated without interest or earnings.

         6.4      Payment of Policy Premiums.

                  So long as the Company maintains a Policy for a Participant,
the Company shall pay to the Trustee amounts necessary to pay premiums on the
Policy insuring the Participant's life from as soon as practical after the end
of each Plan Year (but no later than the tax return due date for the Company for
such year), in amounts equal to the amount deferred by the Participant for the
Plan Year and the Company discretionary contribution amount for the Participant
for the Plan Year. The Company shall also pay to the Trustee amounts necessary
to pay premiums in an amount equal to the "cost of insurance" (as defined in
Policy) needed to fund the death benefit described in Section 6.1(c)(1);
provided that such obligation shall not apply with respect to a Policy if (1)
the Committee has discontinued the Policy, (2) the Participant is no longer
employed by the Company, or (3) the Participant is not entitled to a death
benefit under the Policy because he or she has taken an early distribution as
described in Section 6.2 of the Plan.

                                   ARTICLE VII

                                 ADMINISTRATION

         7.1      Committee.

                  A committee shall be appointed by, and serve at the pleasure
of, the Board of Directors. The number of members comprising the Committee shall
be determined by the Board which may from time to time vary the number of
members. A member of the Committee may resign by delivering a written notice of
resignation to the Board. The Board may remove any

                                       12
<PAGE>   16
member by delivering a certified copy of its resolution of removal to such
member. Vacancies in the membership of the Committee shall be filled promptly by
the Board.

         7.2      Committee Action.

                  The Committee shall act at meetings by affirmative vote of a
majority of the members of the Committee. Any action permitted to be taken at a
meeting may be taken without a meeting if, prior to such action, a written
consent to the action is signed by all members of the Committee and such written
consent is filed with the minutes of the proceedings of the Committee. A member
of the Committee shall not vote or act upon any matter which relates solely to
himself or herself as a Participant. The Chairman or any other member or members
of the Committee designated by the Chairman may execute any certificate or other
written direction on behalf of the Committee.

         7.3      Powers and Duties of the Committee.

                  (a)      The Committee, on behalf of the Participants and
their Beneficiaries, shall enforce the Plan in accordance with its terms, shall
be charged with the general administration of the Plan, and shall have all
powers necessary to accomplish its purposes, including, but not by way of
limitation, the following:

                           (1)      To select the Funds in accordance with
Section 3.2(b) hereof;

                           (2)      To construe and interpret the terms and
provisions of this Plan;

                           (3)      To compute and certify to the amount and
kind of benefits payable to Participants and their Beneficiaries;

                           (4)      To maintain all records that may be
necessary for the administration of the Plan;

                           (5)      To provide for the disclosure of all
information and the filing or provision of all reports and statements to
Participants, Beneficiaries or governmental agencies as shall be required by
law;

                           (6)      To make and publish such rules for the
regulation of the Plan and procedures for the administration of the Plan as are
not inconsistent with the terms hereof;

                           (7)      To appoint a plan administrator or any other
agent, and to delegate to them such powers and duties in connection with the
administration of the Plan as the Committee may from time to time prescribe;

                           (8)      To take all actions necessary for the
administration of the Plan, including determining whether to hold or discontinue
the Policies; and

                           (9)      If a Policy is discontinued or a Participant
has terminated employment with the Company for a reason other than death, (A) to
notify the insurance company

                                       13
<PAGE>   17
that no death benefits are payable to the beneficiaries of the applicable
Participant under the Policy (and that neither the Participant nor his or her
beneficiary has any rights under the Policy or to any benefits under the Policy)
and (B) to file a new beneficiary designation with the insurance company naming
the Company as beneficiary or to cash in the Policy.

         7.4      Construction and Interpretation.

                  The Committee shall have full discretion to construe and
interpret the terms and provisions of this Plan, which interpretations or
construction shall be final and binding on all parties, including but not
limited to the Company and any Participant or Beneficiary. The Committee shall
administer such terms and provisions in a uniform and nondiscriminatory manner
and in full accordance with any and all laws applicable to the Plan.

         7.5      Information.

                  To enable the Committee to perform its functions, the Company
shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other events
which cause termination of their participation in this Plan, and such other
pertinent facts as the Committee may require.

         7.6      Compensation, Expenses and Indemnity.

                  (a)      The members of the Committee shall serve without
compensation for their services hereunder.

                  (b)      The Committee is authorized at the expense of the
Company to employ such legal counsel as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.

                  (c)      To the extent permitted by applicable state law, the
Company shall indemnify and save harmless the Committee and each member thereof,
the Board of Directors and any delegate of the Committee who is an employee of
the Company against any and all expenses, liabilities and claims, including
legal fees to defend against such liabilities and claims arising out of their
discharge in good faith of responsibilities under or incident to the Plan, other
than expenses and liabilities arising out of willful misconduct. This indemnity
shall not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

         7.7      Quarterly Statements.

                  Under procedures established by the Committee, a Participant
shall receive a statement with respect to such Participant's Accounts on a
quarterly basis as of each March 31, June 30, September 30 and December 31.

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<PAGE>   18
         7.8      Disputes.

                  (a)      Claim.

                           A person who believes that he or she is being denied
a benefit to which he or she is entitled under this Agreement (hereinafter
referred to as "Claimant") may file a written request for such benefit with the
Company, setting forth his or her claim. The request must be addressed to the
President of the Company at its then principal place of business.

                  (b)      Claim Decision.

                           Upon receipt of a claim, the Company shall advise the
Claimant that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. The Company may, however, extend
the reply period for an additional ninety (90) days for special circumstances.

                           If the claim is denied in whole or in part, the
Company shall inform the Claimant in writing, using language calculated to be
understood by the Claimant, setting forth: (A) the specified reason or reasons
for such denial; (B) the specific reference to pertinent provisions of this
Agreement on which such denial is based; (C) a description of any additional
material or information necessary for the Claimant to perfect his or her claim
and an explanation of why such material or such information is necessary; (D)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (E) the time limits for requesting a review
under subsection (c).

                  (c)      Request For Review.

                           Within sixty (60) days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the Committee review the determination of the Company. Such request
must be addressed to the Secretary of the Company, at its then principal place
of business. The Claimant or his or her duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Committee. If the Claimant does not request a
review within such sixty (60) day period, he or she shall be barred and estopped
from challenging the Company's determination.

                  (d)      Review of Decision.

                           Within sixty (60) days after the Committee's receipt
of a request for review, after considering all materials presented by the
Claimant, the Committee will inform the Participant in writing, in a manner
calculated to be understood by the Claimant, the decision setting forth the
specific reasons for the decision containing specific references to the
pertinent provisions of this Agreement on which the decision is based. If
special circumstances require that the sixty (60) day time period be extended,
the Committee will so notify the Claimant and will render the decision as soon
as possible, but no later than one hundred twenty (120) days after receipt of
the request for review.

                                       15
<PAGE>   19
                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      Unsecured General Creditor.

                  Participants and their Beneficiaries, heirs, successors, and
assigns shall have no legal or equitable rights, claims, or interest in any
specific property or assets of the Company. No assets of the Company shall be
held in any way as collateral security for the fulfilling of the obligations of
the Company under this Plan. Any and all of the Company's assets shall be, and
remain, the general unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors. It is the intention of the Company that this Plan be unfunded
for purposes of the Code and for purposes of Title 1 of ERISA.

         8.2      Restriction Against Assignment.

                  The Company shall pay all amounts payable hereunder only to
the person or persons designated by the Plan and not to any other person or
corporation. No part of a Participant's Accounts shall be liable for the debts,
contracts, or engagements or any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant's Accounts be subject to
execution by levy, attachment, or garnishment or by any other legal or equitable
proceeding, nor shall any such person have any right to alienate, anticipate,
sell, transfer, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever. if any Participant, Beneficiary or successor
in interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, commute, assign, pledge, encumber or charge any distribution or
payment from the Plan, voluntarily or involuntarily, the Committee, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Committee shall direct.

         8.3      Withholding.

                  There shall be deducted from each payment made under the Plan
or any other Compensation payable to the Participant (or Beneficiary) all taxes
which are required to be withheld by the Company in respect to such payment or
this Plan. The Company shall have the right to reduce any payment (or
compensation) by the amount of cash sufficient to provide the amount of said
taxes.

         8.4      Amendment, Modification, Suspension or Termination.

                  The Chief Executive Officer of Company may amend, modify,
suspend or terminate the Plan in whole or in part, except that no amendment,
modification, suspension or termination shall have any retroactive effect to
reduce any amounts allocated to a Participant's Accounts (neither the Policies
themselves, nor the death benefit described in Section 6.1(c)(1) shall be
treated as allocated to Accounts). In addition, the Chief Executive Officer has
the right to

                                       16
<PAGE>   20
amend or terminate Section 6.1(c)(1). In the event that this Plan is terminated,
the amounts allocated to a Participant's Accounts shall be distributed to the
Participant or, in the event of his or her death, his or her Beneficiary in a
lump sum within thirty (30) days following the date of termination.

         8.5      Governing Law.

                  This Plan shall be construed, governed and administered in
accordance with the laws of the State of Delaware.

         8.6      Receipt or Release.

                  Any payment to a Participant or the Participant's Beneficiary
in accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.

         8.7      Payments on Behalf of Persons Under Incapacity.

                  In the event that any amount becomes payable under the Plan to
a person who, in the sole judgment of the Committee, is considered by reason of
physical or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.

         8.8      Limitation of Rights and Employment Relationship

                  Neither the establishment of the Plan and Trust nor any
modification thereof, nor the creating of any fund or account, nor the payment
of any benefits shall be construed as giving to any Participant or other person
any legal or equitable right against the Company or the trustee of the Trust
except as provided in the Plan and Trust; and in no event shall the terms of
employment of any Employee or Participant be modified or in any way be affected
by the provisions of the Plan and Trust.

         8.9      Headings.

                  Headings and subheadings in this Plan are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.

                                       17
<PAGE>   21
                  IN WITNESS WHEREOF, the Company has caused this document to be
executed by its duly authorized officer on this 13th day of August, 1997.

                                  VIASOFT, INC.

                                  By     /s/ Steven D. Whiteman
                                         ---------------------------------------
                                  By     /s/ Catherine R. Hardwick
                                         ---------------------------------------

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