<PAGE>

                                                                   EXHIBIT 10.12

          SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.

                             1999 STOCK OPTION PLAN

                              AMENDED AND RESTATED

                                August 17, 2000

     1.  Purposes of the Plan.  The purposes of this Stock Option Plan are to
         --------------------
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business.  Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.

     2.  Definitions.  As used herein, the following definitions shall apply:
         -----------

          (a) "Administrator" means the Board or any of its Committees appointed
               -------------
pursuant to Section 4 of the Plan.

          (b) "Affiliate" means (i) any corporation in which the Company owns,
               ---------
directly or indirectly, ten percent or more of the voting stock, or any
partnership, limited liability company or other entity in which the Company
ownership interest represents, directly or indirectly, ten percent or more of
the total ownership interests in such partnership, limited liability company, or
entity; (ii) any corporation which owns, directly or indirectly, ten percent or
more of the voting stock of the Company, or any partnership, limited liability
company or other entity which owns, directly or indirectly, ten percent or more
of the voting stock of the Company; or (iii) any corporation or any other entity
(including, but not limited to, partnerships, joint ventures and limited
liability companies) that the Administrator, in its sole discretion, determines
to be controlling, controlled by, or under common control with the Corporation.

          (c) "Board" means the Board of Directors of the Company.
               -----

          (d) "Code" means the Internal Revenue Code of 1986, as amended.
               ----

          (e) "Committee" means a Committee appointed by the Board of Directors
               ---------
in accordance with Section 4 of the Plan.

          (f) "Common Stock" means the Common Stock of the Company.
               ------------

          (g) "Company" means Seagate Software Information Management Group
               -------
Holdings, Inc., a Delaware corporation.

          (h) "Consultant" means (i) any person who is engaged by the Company or
               ----------
any Parent, Subsidiary or Affiliate to render consulting or advisory services to
such entity and is compensated for such services, (ii) any director of the
Company whether compensated for such services or not, or (iii) any employee or
director of an Affiliate.

          (i) "Continuous Status as an Employee or Consultant" means that the
               ----------------------------------------------
employment or consulting relationship with the Company, any Parent, Subsidiary,
or Affiliate is not interrupted or terminated.  Continuous Status as an Employee
or Consultant shall not be considered interrupted in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, Affiliate or any
successor. A leave of absence approved by the Company shall include sick leave,
<PAGE>

military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option.

          (j) "Employee" means any person, including Officers and directors,
               --------
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

          (k) "Exchange Act" means the Securities Exchange Act of 1934, as
               ------------
amended.

          (l) "Fair Market Value" means, as of any date, the value of Common
               -----------------
Stock determined as follows:

                    (1) 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 such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                    (2) 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 between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination, or;

                    (3) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

          (m) "Incentive Stock Option" means an Option intended to qualify as an
               ----------------------
incentive stock option within the meaning of Section 422 of the Code.

          (n) "Nonstatutory Stock Option" means an Option not intended to
               -------------------------
qualify as an Incentive Stock Option.

          (o) "Officer" means a person who is an officer of the Company within
               -------
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (p) "Option" means a stock option granted pursuant to the Plan.
               ------

          (q) "Optioned Stock" means the Common Stock subject to an Option.
               --------------

          (r) "Optionee" means an Employee or Consultant who receives an Option.
               --------

          (s) "Parent" means a "parent corporation", whether now or hereafter
               ------
existing, as defined in Section 424(e) of the Code.

          (t) "Plan" means this 1999 Stock Option Plan.
               ----

          (u) "Section 16(b)" means Section 16(b) of the Exchange Act.
               -------------

          (v) "Share" means a share of the Common Stock, as adjusted in
               -----
accordance with Section 11 below.

          (w) "Subsidiary" means a "subsidiary corporation", whether now or
               ----------
hereafter existing, as defined in Section 424(f) of the Code.

                                                                    Page 2 of 22
<PAGE>

     3.  Stock Subject to the Plan.  Subject to the provisions of Section 11 of
         -------------------------
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 22,500,000 Shares.  The Shares may be authorized, but
unissued, or reacquired Common Stock.

     If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an option exchange program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
                                                               --------
however, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if unvested Shares are repurchased by the Company at
their original purchase price, and the original purchaser of such Shares did not
receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan.  For purposes of the preceding
sentence, voting rights shall not be considered a benefit of Share ownership.

     4.  Administration of the Plan.
         --------------------------

          (a) Initial Plan Procedure.  Prior to the date, if any, upon which the
              ----------------------
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a Committee appointed by the Board.

          (b) Plan Procedure after the Date, if any, upon which the Company
              -------------------------------------------------------------
becomes Subject to the Exchange Act.
- -----------------------------------

               (1) Administration with Respect to Directors and Officers.  With
                   -----------------------------------------------------
respect to grants of Options to Employees who are also Officers or Directors of
the Company, the Plan shall be administered by (A) the Board if the Board may
administer the Plan in compliance with the rules under Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("Rule 16b-3") under which
Section 16(b) exempt discretionary grants and awards of equity securities are to
be made, or (B) a Committee designated by the Board to administer the Plan,
which Committee shall be constituted to comply with the rules under Rule 16b-3
under which Section 16(b) exempt discretionary grants and awards of equity
securities are to be made.  Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board.  From
time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and thereafter directly administer the Plan, all to
the extent permitted by the rules under Rule 16b-3 under which Section 16(b)
exempt discretionary grants and awards of equity securities are to be made.

               (2) Multiple Administrative Bodies.  If permitted by Rule 16b-3,
                   ------------------------------
the Plan may be administered by different bodies with respect to directors, non-
director Officers and Employees who are neither directors nor Officers.

               (3) Administration With Respect to Consultants and Other
                   ----------------------------------------------------
Employees. With respect to grants of Options to Employees or Consultants who are
- ---------
neither directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a committee designated by the Board, which committee shall
be constituted in such a manner as to satisfy the legal requirements relating to
the administration of incentive stock option plans, if any, of state corporate
and securities laws, of the Code, and of any applicable stock exchange (the
"Applicable Laws"). Once appointed, such Committee shall continue to serve in
its designated capacity until otherwise directed by the Board. From time to time
the Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws.

          (c) Powers of the Administrator.  Subject to the provisions of the
              ---------------------------
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority, in its discretion:

                  (1) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

                                                                    Page 3 of 22
<PAGE>

                  (2) to select the Consultants and Employees to whom Options
may from time to time be granted hereunder;

                  (3) to determine whether and to what extent Options are
granted hereunder;

                  (4) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

                  (5) to approve forms of agreement for use under the Plan;

                  (6) to determine the terms and conditions of any award granted
hereunder;

                  (7) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by Optionees to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                  (8) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted; and

                  (9) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

          (d) Effect of Administrator's Decision.  All decisions, determinations
              ----------------------------------
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options.

     5.  Eligibility.
         -----------

          (a) Nonstatutory Stock Options may be granted to Employees and
Consultants.  Incentive Stock Options may be granted only to Employees.  An
Employee or Consultant who has been granted an Option may, if otherwise
eligible, be granted additional Options.

          (b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (c) The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his or her right or the Company's right to
terminate his or her employment or consulting relationship at any time, with or
without cause.

          (d) Upon the Company or a successor corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Exchange Act or upon the Plan being assumed by a corporation having a class of
common equity securities required to be registered under Section 12 of the
Exchange Act, the following limitations shall apply to grants of Options to
Employees:

                  (1) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 5,000,000 Shares.

                                                                    Page 4 of 22
<PAGE>

                  (2) In connection with his or her initial employment, an
Employee may be granted Options to purchase up to an additional 3,000,000 Shares
which shall not count against the limit set forth in subsection (i) above.

                  (3) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.

                  (4) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 11), the cancelled Option will be counted against the limit
set forth in subsection (i) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

     6.  Term of Plan.  The Plan shall become effective upon the earlier to
         ------------
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company, as described in Section 17 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.

     7.  Term of Option.  The term of each Option shall be the term stated in
         --------------
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.  However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.

     8.  Option Exercise Price and Consideration.
         ---------------------------------------

          (a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                  (1) In the case of an Incentive Stock Option

                      (A) granted to an Employee who, at the time of the grant
of such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than one hundred
ten percent (110%) of the Fair Market Value per Share on the date of grant.

                      (B) granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be no
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant.

                  (2) In the case of a Nonstatutory Stock Option

                      (A) granted to a person who, at the time of the grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than one hundred ten percent (110%) of
the Fair Market Value per Share on the date of the grant.

                      (B) granted to any person, the per Share exercise price
shall be no less than eighty-five (85%) of the Fair Market Value per Share on
the date of grant.

          (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option have been owned by the Optionee for more
than six months on the date of surrender and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable,

                                                                    Page 5 of 22
<PAGE>

shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price, (6) the
cancellation of a portion of the Shares subject to the Option with a Fair Market
Value equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, or (7) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

     9.  Exercise of Option.
         ------------------

          (a) Procedure for Exercise; Rights as a Stockholder.  Any Option
              -----------------------------------------------
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under the terms
of the Plan. Except in the case of Options granted to Officers, Directors and
Consultants, Options shall become exercisable at a rate of no less than 20% per
year over five (5) years from the date the Options are granted.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company.  Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 11 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b) Termination of Employment or Consulting Relationship.  In the
              ----------------------------------------------------
event of termination of an Optionee's Continuous Status as an Employee or
Consultant with the Company (but not in the event of an Optionee's change of
status from Employee to Consultant (in which case an Employee's Incentive Stock
Option shall automatically convert to a Nonstatutory Stock Option on the date
three (3) months and one (1) day from the date of such change of status) or from
Consultant to Employee), such Optionee may, but only within such period of time
as is determined by the Administrator, of at least thirty (30) days, with such
determination in the case of an Incentive Stock Option not exceeding three (3)
months after the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that Optionee was entitled
to exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of such termination, or if
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

          (c) Disability of Optionee.  In the event of termination of an
              ----------------------
Optionee's consulting relationship or Continuous Status as an Employee as a
result of his or her disability, Optionee may, but only within twelve (12)
months from the date of such termination (and in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination; provided, however, that if such disability is
not a "disability" as such term is defined in Section 22(e)(3) of the Code, in
the case of an Incentive Stock Option such Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the day three (3) months
and one (1) day following such termination.  To the extent that Optionee is not
entitled to exercise the Option at the date of termination, or if Optionee does
not exercise such Option to the extent so entitled within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                                                                    Page 6 of 22
<PAGE>

          (d) Death of Optionee.  In the event of the death of an Optionee, the
              -----------------
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death.  If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan.  If, after death,
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

               (e) Rule 16b-3.  Options granted to persons subject to Section
                   ----------
16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

     10.  Non-Transferability of Options.  Options may not be sold, pledged,
          ------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     11.  Adjustments Upon Changes in Capitalization or Merger.
          ----------------------------------------------------

               (a) Changes in Capitalization.  Subject to any required action
                   -------------------------
by the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.

               (b) Dissolution or Liquidation.  In the event of the proposed
                   --------------------------
dissolution or liquidation of the Company, the Administrator shall notify the
Optionee at least fifteen (15) days prior to such proposed action.  To the
extent it has not been previously exercised, the Option will terminate
immediately prior to the consummation of such proposed action.

               (c) Merger or Asset Sale.  In the event of a merger of the
                   --------------------
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, 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, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the

                                                                    Page 7 of 22

<PAGE>

successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.

     12.  Time of Granting Options.  The date of grant of an Option shall, for
          ------------------------
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board.  Notice
of the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such grant.

     13.  Amendment and Termination of the Plan.  The Board may at any time
          -------------------------------------
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of any
Optionee under any grant theretofore made, without his or her written consent.
In addition, to the extent necessary and desirable to comply with Rule 16b-3
under the Exchange Act or with Sections 162(m) or 422 of the Code (or any other
applicable law or regulation, including the requirements of the NASD or an
established stock exchange), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.

     14.  Conditions Upon Issuance of Shares.  Shares shall not be issued
          ----------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, 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 relevant provisions of law.

     15.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     16.  Agreements.  Options shall be evidenced by written agreements in such
          ----------
form as the Administrator shall approve from time to time.

     17.  Stockholder Approval.  Continuance of the Plan shall be subject to
          --------------------
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

     18.  Information to Optionees and Purchasers.  The Company shall provide to
          ---------------------------------------
each Optionee, not less frequently than annually, copies of annual financial
statements.  The Company shall also provide such statements to each individual
who acquires Shares pursuant to the Plan while such individual owns such Shares.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.

                                                                    Page 8 of 22
<PAGE>

           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.

                                 1999 STOCK PLAN

                               STOCK OPTION AGREEMENT
                               ----------------------

Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT
- --   ----------------------------

[Optionee's Name]

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

     Grant Number                   _________________________

     Date of Grant                  _________________________

     Vesting Commencement           _________________________

     Exercise Price per Share       $________________________

     Total Number of Shares Granted _________________________

     Total Exercise Price           $________________________

     Type of Option:  ___  Incentive Stock Option   ___  Nonstatutory Stock
                                                         Option

     Term/Expiration Date           _________________________

     Vesting Schedule:
     ----------------

     You may exercise this Option, in whole or in part, according to the
following vesting schedule:

     25% of the Shares subject to the Option shall vest in the first year on the
anniversary of the Vesting Commencement Date.  Thereafter 1/48/th/ of the Shares
subject to the Option shall vest each month on the same day

                                                                    Page 9 of 22
<PAGE>

of the month as the Vesting Commencement Date so that all Options will be vested
at the end of the 48/th/ month after the Vesting Commencement Date.

     Termination Period:
     ------------------

     You may exercise this Option for thirty (30) days after your employment or
consulting relationship with the Company terminates, or for such longer period
upon your death or disability as provided in this Option Agreement.  If your
status changes from Employee to Consultant or Consultant to Employee, this
Option Agreement shall remain in effect.  In no case may you exercise this
Option after the Term/Expiration Date as provided above.

II.  AGREEMENT
     ---------

         (a)  Grant of Option. Seagate Software Information Management Group
              ---------------
     Holdings, Inc. a Delaware corporation (the "Company"), hereby grants to the
     Optionee named in the Notice of Grant (the "Optionee"), an option (the
     "Option") to purchase the total number of shares of Common Stock (the
     "Shares") set forth in the Notice of Grant, at the exercise price per share
     set forth in the Notice of Grant (the "Exercise Price") subject to the
     terms, definitions and provisions of the 1999 Stock Option Plan (the
     "Plan") adopted by the Company, which is incorporated herein by reference.
     Unless otherwise defined herein, the terms defined in the Plan shall have
     the same defined meanings in this Option Agreement.

                 If designated in the Notice of Grant as an Incentive Stock
               Option ("ISO"), this Option is intended to qualify as an
               Incentive Stock Option as defined in Section 422 of the Code.
               Nevertheless, to the extent that it exceeds the $100,000 rule of
               Code Section 422(d), this Option shall be treated as a
               Nonstatutory Stock Option ("NSO").

(b)  Exercise of Option.
     ------------------

     (1)  Right to Exercise.  This Option shall be exercisable during its term
          -----------------
          in accordance with the Vesting Schedule set out in the Notice of Grant
          and with the applicable provisions of the Plan and this Option
          Agreement. In the event of Optionee's death, disability or other
          termination of the employment or consulting relationship, this Option
          shall be exercisable in accordance with the applicable provisions of
          the Plan and this Option Agreement.

     (2)  Method of Exercise.  This Option shall be exercisable by written
          ------------------
          notice (in the form attached as Exhibit A) which shall state the
                                          ---------
          election to exercise the Option, the number of Shares in respect of
          which the Option is being exercised, and such other representations
          and agreements as to the holder's investment intent with respect to
          such shares of Common Stock as may be required by the Company pursuant
          to the provisions of the Plan. Such written notice shall be signed by
          the Optionee and shall be delivered in person or by certified mail to
          the Secretary of the Company. The written notice shall be accompanied
          by payment of the Exercise Price. This Option shall be deemed to be
          exercised upon receipt by the Company of such written notice
          accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

                                                                   Page 10 of 22
<PAGE>

     (c)  Optionee's Representations.  In the event the Shares purchasable
          --------------------------
          pursuant to the exercise of this Option have not been registered under
          the Securities Act of 1933, as amended, at the time this Option is
          exercised, Optionee shall, if required by the Company, concurrently
          with the exercise of all or any portion of this Option, deliver to the
          Company his or her Investment Representation Statement in the form
          attached hereto as Exhibit B, and shall read the applicable rules of
                             ---------
          the Commissioner of Corporations attached to such Investment
          Representation Statement.

     (d)  Lock-Up Period. Optionee hereby agrees that if so requested by the
          --------------
          Company or any representative of the underwriters (the "Managing
          Underwriter") in connection with any registration of the offering of
          any securities of the Company under the Securities Act, Optionee shall
          not sell or otherwise transfer any Shares or other securities of the
          Company during the 180-day period (or such longer period as may be
          requested in writing by the Managing Underwriter and agreed to in
          writing by the Company) (the "Market Standoff Period") following the
          effective date of a registration statement of the Company filed under
          the Securities Act; provided, however, that such restriction shall
          apply only to the first registration statement of the Company to
          become effective under the Securities Act that includes securities to
          be sold on behalf of the Company to the public in an underwritten
          public offering under the Securities Act. The Company may impose stop-
          transfer instructions with respect to securities subject to the
          foregoing restrictions until the end of such Market Standoff Period.

     (e)  Method of Payment. Payment of the Exercise Price shall be by any of
          -----------------
          the following, or a combination thereof, at the election of the
          Optionee:

          (1)   cash;

          (2)   check;

          (3)   surrender of other shares of Common Stock of the Company which
                (A) in the case of Shares acquired pursuant to the exercise of a
                Company option, have been owned by the Optionee for more than
                six (6) months on the date of surrender, and (B) have a Fair
                Market Value on the date of surrender equal to the Exercise
                Price of the Shares as to which the Option is being exercised;
                or

         (4)   delivery of a properly executed exercise notice together with
               such other documentation as the Administrator and the broker, if
               applicable, shall require to effect an exercise of the Option and
               delivery to the Company of the sale or loan proceeds required to
               pay the Exercise Price.

    (f)  Restrictions on Exercise. This Option may not be exercised until such
         ------------------------
         time as the Plan has been approved by the stockholders of the Company,
         or if the issuance of such Shares upon such exercise or the method of
         payment of consideration for such shares would constitute a violation
         of any applicable federal or state securities or other law or
         regulation, including any rule under Part 207 of Title 12 of the Code
         of Federal Regulations ("Regulation G") as promulgated by the Federal
         Reserve Board.

    (g)  Termination of Relationship. In the event an Optionee's Continuous
         ---------------------------
         Status as an Employee or Consultant terminates, Optionee may, to the
         extent otherwise so entitled at the date of such termination (the
         "Termination Date"), exercise this Option during the Termination Period
         set out in the Notice of Grant. To the extent that Optionee was not
         entitled to exercise this Option at the date of such termination, or if
         Optionee does not exercise this Option within the time specified
         herein, the Option shall terminate.

    (h)  Disability of Optionee. Notwithstanding the provisions of Section 7
         ----------------------
         above, in the event of termination of an Optionee's consulting
         relationship or Continuous Status as an Employee as a result of his or
         her disability, Optionee may, but only within twelve (12) months from
         the date of such termination (and in no event later than the expiration
         date of the term of such Option as set forth in the Option Agreement),
         exercise the Option to the extent otherwise entitled to exercise it at
         the date of such termination; provided, however, that if such
         disability is not a "disability" as such term is defined in Section
         22(e)(3) of the Code, in the case of an Incentive Stock Option such
         Incentive Stock Option shall cease to be treated as an Incentive Stock
         Option and shall be treated for tax purposes as a Nonstatutory Stock
         Option on the day three months and one day following such termination.
         To the extent that Optionee was not entitled to

                                                                   Page 11 of 22
<PAGE>

     exercise the Option at the date of termination, or if Optionee does not
     exercise such Option to the extent so entitled within the time specified
     herein, the Option shall terminate, and the Shares covered by such Option
     shall revert to the Plan.

(i)  Death of Optionee.  In the event of termination of Optionee's Continuous
     -----------------
     Status as an Employee or Consultant as a result of the death of Optionee,
     the Option may be exercised at any time within twelve (12) months following
     the date of death (but in no event later than the date of expiration of the
     term of this Option as set forth in Section 11 below), by Optionee's estate
     or by a person who acquired the right to exercise the Option by bequest or
     inheritance, but only to the extent the Optionee could exercise the Option
     at the date of death.

(j)  Non-Transferability of Option.  This Option may not be transferred in any
     -----------------------------
     manner otherwise than by will or by the laws of descent or distribution and
     may be exercised during the lifetime of Optionee only by Optionee.  The
     terms of this Option shall be binding upon the executors, administrators,
     heirs, successors and assigns of the Optionee.

(k)  Term of Option.  This Option may be exercised only within the term set out
     --------------
     in the Notice of Grant, and may be exercised during such term only in
     accordance with the Plan and the terms of this Option.  The limitations set
     out in Section 7 of the Plan regarding Options designated as Incentive
     Stock Options and Options granted to more than ten percent (10%)
     stockholders shall apply to this Option.

(l)  Tax Consequences.  Set forth below is a brief summary as of the date of
     ----------------
     this Option of some of the federal and state tax consequences of exercise
     of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY
     INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
     OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
     DISPOSING OF THE SHARES.

          (1)  Exercise of ISO. If this Option qualifies as an ISO, there will
               ---------------
               be no regular federal income tax liability or state income tax
               liability upon the exercise of the Option, although the excess,
               if any, of the Fair Market Value of the Shares on the date of
               exercise over the Exercise Price will be treated as an adjustment
               to the alternative minimum tax for federal tax purposes and may
               subject the Optionee to the alternative minimum tax in the year
               of exercise.

          (2)  Exercise of ISO Following Disability. If the Optionee's
               ------------------------------------
               Continuous Status as an Employee or Consultant terminates as a
               result of disability that is not total and permanent disability
               as defined in Section 22(e)(3) of the Code, to the extent
               permitted on the date of termination, the Optionee must exercise
               an ISO within three months of such termination for the ISO to be
               qualified as an ISO.

          (3)  Exercise of Nonstatutory Stock Option. There may be a regular
               -------------------------------------
               federal income tax liability and state income tax liability upon
               the exercise of a Nonstatutory Stock Option. The Optionee will be
               treated as having received compensation income (taxable at
               ordinary income tax rates) equal to the excess, if any, of the
               Fair Market Value of the Shares on the date of exercise over the
               Exercise Price. If Optionee is an Employee or a former Employee,
               the Company will be required to withhold from Optionee's
               compensation or collect from Optionee and pay to the applicable
               taxing authorities an amount in cash equal to a percentage of
               this compensation income at the time of exercise, and may refuse
               to honor the exercise and refuse to deliver Shares if such
               withholding amounts are not delivered at the time of exercise.

          (4)  Disposition of Shares. In the case of an NSO, if Shares are held
               ---------------------
               for at least one year, any gain realized on disposition of the
               Shares will be treated as long-term capital gain for federal and
               state income tax purposes. In the case of an ISO, if Shares
               transferred pursuant to the Option are held for at least one year
               after exercise and are disposed of at least two years after the
               Date of Grant, any gain realized on disposition of the Shares
               will also be treated as long-term capital gain for federal and
               state income tax purposes. If Shares purchased under an ISO are
               disposed of within such one-year period or within two years after
               the Date of Grant, any gain realized on such

                                                                   Page 12 of 22
<PAGE>

               disposition will be treated as compensation income (taxable at
               ordinary income rates) to the extent of the difference between
               the Exercise Price and the lesser of (1) the Fair Market Value of
               the Shares on the date of exercise, or (2) the sale price of the
               Shares.

          (5)  Notice of Disqualifying Disposition of ISO Shares. If the Option
               -------------------------------------------------
               granted to Optionee herein is an ISO, and if Optionee sells or
               otherwise disposes of any of the Shares acquired pursuant to the
               ISO on or before the later of (1) the date two years after the
               Date of Grant, or (2) the date one year after the date of
               exercise, the Optionee shall immediately notify the Company in
               writing of such disposition. Optionee agrees that Optionee may be
               subject to income tax withholding by the Company on the
               compensation income recognized by the Optionee.

 (m) Entire Agreement; Governing Law.  The Plan is incorporated herein by
     -------------------------------
     reference. The Plan and this Option Agreement constitute the entire
     agreement of the parties with respect to the subject matter hereof and
     supersede in their entirety all prior undertakings and agreements of the
     Company and Optionee with respect to the subject matter hereof, and may not
     be modified adversely to the Optionee's interest except by means of a
     writing signed by the Company and Optionee. This agreement is governed by
     California law except for that body of law pertaining to conflict of laws.

SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.,

     a Delaware corporation


     By: /s/ Greg Kerbot

          President and Chief Operating Officer,
          Seagate Software Information Management Group Holdings, Inc.



     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and represents that
Optionee is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof.  Optionee

                                                                   Page 13 of 22
<PAGE>

has reviewed the Plan and this Option in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option. Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.



     Dated:  _______________________         ________________________________
                                             Optionee  (Print Name)


     _______________________________         ________________________________

     Social Security # (U.S. Only)           Optionee Signature


     Employee ID#:__________________


     Work Phone # __________________        ________________________________


     Home Phone # __________________        ________________________________

                                            ________________________________
                                            Mailing Address (Residence)
                                            Please print clearly

                                                                   Page 14 of 22
<PAGE>

                          DESIGNATION OF BENEFICIARY
                          --------------------------


     In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all of my options that are unexercised at that time.

     NAME :  (Please Print) ______________________________________________

                              (First)(Middle)(Last)

     Relationship: _______________________________________________________


     Address: ____________________________________________________________

     _____________________________________________________________________



     Dated: _________________

Signature of Optionee:____________________________________________________

                                                                   Page 15 of 22
<PAGE>

                                      EXHIBIT A
                                      ---------


                SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP
                                HOLDINGS, INC.

                            1999 STOCK OPTION PLAN

                                EXERCISE NOTICE


Seagate Software Information Management Group Holdings, Inc.
Attn:  Stock Plan Administration
P.O. Box 66360
Scotts Valley, CA 95067-0360

     1.   Exercise of Option.  Effective as of today, _______________, 20 _____,
          ------------------
the undersigned ("Optionee") hereby elects to exercise Optionee's option to
purchase _____________ shares of the Common Stock (the "Shares") of Seagate
Software Information Management Group Holdings, Inc. (the "Company") under and
pursuant to the 1999 Stock Option Plan, including all amendments thereto  (the
"Plan") and the [  ] Incentive [  ] Nonstatutory Stock Option Agreement dated
______________, 20 ___ (the "Option Agreement").

     2.   Representations of Optionee.  Optionee acknowledges that Optionee has
          ---------------------------
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     3.   Rights as Stockholder.  Until the stock certificate evidencing such
          ---------------------
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.  The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 11 of the Plan.

     Optionee shall enjoy rights as a stockholder until such time as Optionee
disposes of the Shares or the Company and/or its assignee(s) exercises the Right
of First Refusal hereunder.  Upon such exercise, Optionee shall have no further
rights as a holder of the Shares so purchased except the right to receive
payment for the Shares so purchased in accordance with the provisions of this
Agreement, and Optionee shall forthwith cause the certificate(s) evidencing the
Shares so purchased to be surrendered to the Company for transfer or
cancellation.

     4.   Company's Right of First Refusal.  Before any Shares held by Optionee
          --------------------------------
or any transferee (either being sometimes referred to herein as the "Holder")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

          (a)  Notice of Proposed Transfer.  The Holder of the Shares shall
               ---------------------------
     deliver to the Company a written notice (the "Notice") stating: (i) the
     Holder's bona fide intention to sell or otherwise transfer such Shares;
     (ii) the name of each proposed Optionee or other transferee ("Proposed
     Transferee"); (iii) the number of Shares to be transferred to each Proposed
     Transferee; and (iv) the bona fide cash price or other consideration for
     which the Holder proposes to transfer the Shares (the "Offered Price"), and
     the Holder shall offer the Shares at the Offered Price to the Company or
     its assignee(s).

                                                                   Page 16 of 22
<PAGE>

          (b)  Exercise of Right of First Refusal.  At any time within thirty
               ----------------------------------
     (30) days after receipt of the Notice, the Company and/or its assignee(s)
     may, by giving written notice to the Holder, elect to purchase all, but not
     less than all, of the Shares proposed to be transferred to any one or more
     of the Proposed Transferees, at the purchase price determined in accordance
     with subsection (c) below.

          (c)  Purchase Price. The purchase price ("Purchase Price") for the
               --------------
     Shares purchased by the Company or its assignee(s) under this Section shall
     be the Offered Price. If the Offered Price includes consideration other
     than cash, the cash equivalent value of the non-cash consideration shall be
     determined by the Board of Directors of the Company in good faith.

          (d)  Payment.  Payment of the Purchase Price shall be made, at the
               -------
     option of the Company or its assignee(s), in cash (by check), by
     cancellation of all or a portion of any outstanding indebtedness of the
     Holder to the Company (or, in the case of repurchase by an assignee, to the
     assignee), or by any combination thereof within 30 days after receipt of
     the Notice or in the manner and at the times set forth in the Notice.

          (e)  Holder's Right to Transfer.  If all of the Shares proposed in the
               --------------------------
     Notice to be transferred to a given Proposed Transferee are not purchased
     by the Company and/or its assignee(s) as provided in this Section, then the
     Holder may sell or otherwise transfer such Shares to that Proposed
     Transferee at the Offered Price or at a higher price, provided that such
     sale or other transfer is consummated within 120 days after the date of the
     Notice and provided further that any such sale or other transfer is
     effected in accordance with any applicable securities laws and the Proposed
     Transferee agrees in writing that the provisions of this Section shall
     continue to apply to the Shares in the hands of such Proposed Transferee.
     If the Shares described in the Notice are not transferred to the Proposed
     Transferee within such period, a new Notice shall be given to the Company,
     and the Company and/or its assignees shall again be offered the Right of
     First Refusal before any Shares held by the Holder may be sold or otherwise
     transferred.

          (f)  Exception for Certain Family Transfers.  Anything to the contrary
               --------------------------------------
     contained in this Section notwithstanding, the transfer of any or all of
     the Shares during the Optionee's lifetime or on the Optionee's death by
     will or intestacy to the Optionee's immediate family or a trust for the
     benefit of the Optionee's immediate family shall be exempt from the
     provisions of this Section. "Immediate Family" as used herein shall mean
     spouse, lineal descendant or antecedent, father, mother, brother or sister.
     In such case, the transferee or other recipient shall receive and hold the
     Shares so transferred subject to the provisions of this Section, and there
     shall be no further transfer of such Shares except in accordance with the
     terms of this Section.

          (g)  Termination of Right of First Refusal.  The Right of First
               -------------------------------------
     Refusal shall terminate as to any Shares 90 days after the first sale of
     Common Stock of the Company to the general public pursuant to a
     registration statement filed with and declared effective by the Securities
     and Exchange Commission under the Securities Act of 1933, as amended.

     5.   Transferability of the Shares.

          (a)  Transfer or sale of the Shares is subject to restrictions on
     transfer imposed by any applicable state and federal securities laws. Any
     transferee shall hold such Shares subject to all the provisions hereof with
     respect to any Shares purchased by Optionee and shall acknowledge the same
     by signing a copy of this Exercise Notice.

     6.   Ownership, Voting Rights, Duties.  This Exercise Notice shall not
          --------------------------------
affect in any way the ownership, voting rights or other rights or duties of
Optionee, except as specifically provided herein.

     7.   Legends.  The share certificate evidencing the Shares issued hereunder
          -------
shall be endorsed with the following legend (in addition to any legend required
under applicable federal and state securities laws):

     8.   Tax Consultation.  Optionee understands that Optionee may suffer
          ----------------
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any

                                                                   Page 17 of 22
<PAGE>

tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     9.   Restrictive Legends and Stop-Transfer Orders.
          ---------------------------------------------

          (a)  Legends.  Optionee understands and agrees that the Company shall
               -------
               cause the legends set forth below or legends substantially
               equivalent thereto, to be placed upon any certificate(s)
               evidencing ownership of the Shares together with any other
               legends that may be required by the Company or by state or
               federal securities laws:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS
ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

          IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

     Optionee understands that transfer of the Shares may be restricted by
Section 260.141.11 of the Rules of the California Corporations Commissioner, a
copy of which is attached to Exhibit B, the Investment Representation Statement.

          (b)  Stop-Transfer Notices.  Optionee agrees that, in order to ensure
               ---------------------
     compliance with the restrictions referred to herein, the Company may issue
     appropriate "stop transfer" instructions to its transfer agent, if any, and
     that, if the Company transfers its own securities, it may make appropriate
     notations to the same effect in its own records.

          (c)  Refusal to Transfer.  The Company shall not be required (i) to
               -------------------
     transfer on its books any Shares that have been sold or otherwise
     transferred in violation of any of the provisions of this Exercise Notice
     or (ii) to treat as owner of such Shares or to accord the right to vote or
     pay dividends to any Optionee or other transferee to whom such Shares shall
     have been so transferred.

     10.  Successors and Assigns.  The Company may assign any of its rights
          ----------------------
under this Exercise Notice to single or multiple assignees, and this Exercise
Notice shall inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer herein set forth, this Exercise Notice
shall be binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.

     11.  Interpretation.  Any dispute regarding the interpretation of this
          --------------
Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Company's Board of Directors or the committee thereof that administers the
Plan, which shall review such dispute at its next regular meeting.  The
resolution of such a dispute by the Board or committee shall be final and
binding on the Company and on Optionee.

     12.  Governing Law; Severability.  This Exercise Notice shall be governed
          ---------------------------
by and construed in accordance with the laws of California excluding that body
of law pertaining to conflicts of law.  Should any provision of this Exercise
Notice be determined by a court of law to be illegal or unenforceable, the other
provisions

                                                                   Page 18 of 22
<PAGE>

shall nevertheless remain effective and shall remain enforceable.

     13.  Notices.  Any notice required or permitted hereunder shall be given in
          -------
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

     14.  Further Instruments.  The parties agree to execute such further
          -------------------
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Exercise Notice.

     15.  Delivery of Payment.  Optionee herewith delivers to the Company the
          -------------------
full Exercise Price for the Shares.

     16.  Entire Agreement.  The Plan and Notice of Grant/Option Agreement are
          ----------------
incorporated herein by reference.  This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.

Submitted By:   OPTIONEE

_____________________________________
(Print Name)

_____________________________________
(Signature)

_____________________________________

(Address)

Work Phone:__________________       Home Phone:________________________


Email Address:_______________

Accepted by: Seagate Software Information Management Group Holdings,Inc.

By:__________________________________

Its :________________________________

Seagate Software Information Management Group Holdings, Inc.
Attn: Stock Plan Administration
P.O. Box 66360
Scotts Valley, CA 95067-0360

                                                                   Page 19 of 22
<PAGE>

                                   EXHIBIT B
                                   ---------

                      INVESTMENT REPRESENTATION STATEMENT

     OPTIONEE   :______________________________________________

COMPANY : SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.

SECURITY : COMMON STOCK

     AMOUNT :____________________________________________
                (number of shares)
                ------------------

     DATE:_____________________________________________


     In connection with the purchase of the above-listed Securities, the
undersigned Optionee represents to the Company the following:

          (a)  (a)  Optionee is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Securities. Optionee
is acquiring these Securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

          (b)  (b)  Optionee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company, a legend prohibiting their
transfer without the consent of the Commissioner of Corporations of this state
and any other legend required under applicable state securities laws.

          (c)  (c)  Optionee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities without the consent of the Commissioner of Corporations of
California.  Optionee has read the applicable Commissioner's Rules with respect
to such restriction, a copy of which is attached.

Signature of Optionee:


_____________________________________


Date:__________________________, 20__

                                                                   Page 20 of 22
<PAGE>

                                 ATTACHMENT 1

             STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE
             ----------------------------------------------------

       Title 10.  Investment - Chapter 3.  Commissioner of Corporations

     260.141.11: Restriction on Transfer.
     ----------  -----------------------

     (a)  The issuer of any security upon which a restriction on transfer has
been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 shall cause a
copy of this section to be delivered to each issuee or transferee of such
security at the time the certificate evidencing the security is delivered to the
issuee or transferee.

     (b)  It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of these rules), except:

          (1)  to the issuer;

          (2)  pursuant to the order or process of any court;

          (3)  to any person described in Subdivision (i) of Section 25102 of
     the Code or Section 260.105.14 of these rules;

          (4)  to the transferor's ancestors, descendants or spouse, or any
     custodian or trustee for the account of the transferor or the transferor's
     ancestors, descendants, or spouse; or to a transferee by a trustee or
     custodian for the account of the transferee or the transferee's ancestors,
     descendants or spouse;

          (5)  to holders of securities of the same class of the same issuer;

          (6)  by way of gift or donation inter vivos or on death;

          (7)  by or through a broker-dealer licensed under the Code (either
     acting as such or as a finder) to a resident of a foreign state, territory
     or country who is neither domiciled in this state to the knowledge of the
     broker-dealer, nor actually present in this state if the sale of such
     securities is not in violation of any securities law of the foreign state,
     territory or country concerned;

          (8)  to a broker-dealer licensed under the Code in a principal
     transaction, or as an underwriter or member of an underwriting syndicate or
     selling group;

          (9)  if the interest sold or transferred is a pledge or other lien
     given by the Optionee to the seller upon a sale of the security for which
     the Commissioner's written consent is obtained or under this rule not
     required;

          (10) by way of a sale qualified under Sections 25111, 25112, 25113 or
     25121 of the Code, of the securities to be transferred, provided that no
     order under Section 25140 or subdivision (a) of Section 25143 is in effect
     with respect to such qualification;

          (11) by a corporation to a wholly owned subsidiary of such
     corporation, or by a wholly owned subsidiary of a corporation to such
     corporation;

          (12) by way of an exchange qualified under Section 25111, 25112 or
     25113 of the Code, provided that no order under Section 25140 or
     subdivision (a) of Section 25143 is in effect with respect to such
     qualification;

                                                                   Page 21 of 22
<PAGE>

          (13) between residents of foreign states, territories or countries who
     are neither domiciled nor actually present in this state;

          (14) to the State Controller pursuant to the Unclaimed Property Law or
     to the administrator of the unclaimed property law of another state; or

          (15) by the State Controller pursuant to the Unclaimed Property Law or
     by the administrator of the unclaimed property law of another state if, in
     either such case, such person (i) discloses to potential Optionees at the
     sale that transfer of the securities is restricted under this rule, (ii)
     delivers to each Optionee a copy of this rule, and (iii) advises the
     Commissioner of the name of each Optionee;

          (16) by a trustee to a successor trustee when such transfer does not
     involve a change in the beneficial ownership of the securities;

          (17) by way of an offer and sale of outstanding securities in an
     issuer transaction that is subject to the qualification requirement of
     Section 25110 of the Code but exempt from that qualification requirement by
     subdivision (f) of Section 25102; provided that any such transfer is on the
     condition that any certificate evidencing the security issued to such
     transferee shall contain the legend required by this section.

     (c)  The certificates representing all such securities subject to such a
     restriction on transfer, whether upon initial issuance or upon any transfer
     thereof, shall bear on their face a legend, prominently stamped or printed
     thereon in capital letters of not less than 10-point size, reading as
     follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

                                                                   Page 22 of 22