Change in Control Severance Plan



 Exhibit 10.3 
 QUEST SOFTWARE, INC. 
 CHANGE IN CONTROL SEVERANCE PLAN 

SECTION 1. Purpose. The purpose of this Change in Control Severance Plan (this “Plan”) is to encourage certain
management-level employees of Quest Software, Inc. (the “Company”) to focus on the best interests of our stockholders during the critical time period surrounding a potential change in control of the Company by providing severance
protections to such employees in the event their employment is terminated following a change in control of the Company under the circumstances described in this Plan. 
 SECTION 2. Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below: 
 (a) “Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person. 
 (b) “Board” means the Board of Directors of the Company.

 (c) “Cause” means, with respect to any Participant, the occurrence of any one of the following: 

(i) the Participant’s willful and continued failure to perform substantially his or her duties with the Company or
any of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness); 

(ii) the Participant’s willful engaging in (A) gross misconduct that is materially and demonstrably injurious to
the Company or any of its Affiliates or (B) illegal conduct; 
 (iii) the Participant’s willful and
material breach of any agreement with the Company or any of its Affiliates; 
 (iv) the Participant’s
willful violation of any material provision of the Company’s Code of Conduct and Ethics; or 
 (v) the
Participant’s willful failure to cooperate with an investigation by any governmental authority. 
 For the purposes of this provision, no
act or failure to act on the Participant’s part shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in
the best interests of the Company. The Company may terminate a Participant’s employment for Cause pursuant to clause (i), (iii), (iv) or (v) above only after giving the Participant written notice of the specific circumstances
that constitute Cause and if the Participant fails to cure the circumstances that gave rise to Cause within 30 days following delivery of such notice. All determinations relating to a termination of a Participant’s employment for Cause
shall be made by the Company in its sole discretion; provided that a termination of a Participant’s employment for Cause shall not be 







 
effective unless and until there has been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the
Board (excluding, if applicable, the Participant) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board, the Participant has acted or failed to act in a manner described in clause (i), (ii), (iii), (iv) or (v) above and specifying the particulars thereof in detail.

 (d) “Change in Control” means the consummation of any transaction that the Board shall have determined,
pursuant to Section 5.2 of that certain Agreement and Plan of Merger, dated as of March 8, 2012, by and among Expedition Holding Company, Inc., Expedition Merger Sub, Inc. and the Company (the “Merger Agreement”), is a
Superior Proposal; 
 (e) “Change in Control Date” means the date on which a Change in Control occurs.

 (f) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and
the regulations promulgated thereunder, as in effect from time to time. 
 (h) “Disability” means, with respect
to any Participant, that the Participant becomes eligible to receive income replacement benefits under any long-term disability plan covering employees of the Company or its Affiliates. 

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute
thereto, and the regulations promulgated thereunder as in effect from time to time. 
 (j) “Excise Tax” means
the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such tax. 
 (k) “Executive Officer” means “executive officer” as defined in Rule 3b-7 promulgated under the Exchange Act. 

(l) “Fair Market Value” means, with respect to any date, (i) the closing per-share sales price of the Shares
(A) as reported by the NASDAQ Global Select Market for such date or (B) if the Shares are listed on any other national stock exchange, as reported on the stock exchange composite tape for securities traded on such stock exchange for such
date or, with respect to each of clauses (A) and (B), if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) in the event there shall be no public market for the Shares on such date,
the fair market value per Share as determined in good faith by the Board or a subcommittee thereof. 

  
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 (m) “Good Reason” means the occurrence of any of the events or
circumstances set forth in clauses (i) through (viii) below with respect to a Participant without the Participant’s express prior written consent and other than as a result of the Participant’s Disability: 

(i) the failure of the Company to pay the Participant any material compensation when due; 

(ii) the delivery by the Company of a notice to the Participant of the intent to terminate the Participant’s
employment for any reason, other than for Cause or Disability, in each case in accordance with this Plan, regardless of whether such termination is intended to become effective during or after the Protection Period; 

(iii) any reduction of the Participant’s Base Salary; 

(iv) any change of the Participant’s principal place of employment to a location more than 50 miles from the
Participant’s principal place of employment immediately prior to the change, which change increases the Participant’s commute from the Participant’s principal residence; 

(v) any reduction in the Participant’s target annual bonus or target long-term incentive opportunity from the target
level in effect immediately prior to the Change in Control (if any); 
 (vi) any material reduction in the
Participant’s retirement or welfare benefits from the levels in effect immediately prior to the Change in Control, other than a reduction that similarly affects substantially all Executive Officers of the Company and its Affiliates; 

(vii) any material adverse change in the Participant’s positions, duties, responsibilities or reporting relationships
from the Participant’s positions, duties, responsibilities or reporting relationships immediately prior to the Change in Control, or any assignment to the Participant of duties or responsibilities that are materially inconsistent in an adverse
respect with the Participant’s positions as in effect immediately prior to the Change in Control; or 

(viii) the removal of the Participant from, or any failure to re-elect the Participant to, any of the offices the
Participant held immediately prior to the Change in Control. 
 The Participant’s right to terminate employment for Good Reason shall not
be affected by the Participant’s incapacity due to physical or mental illness. A termination of employment by the Participant for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good
Reason”), not later than 90 days following the date that the Participant would reasonably be expected to be aware of the occurrence of the circumstance that constitutes Good Reason, setting forth in reasonable detail the specific
conduct of the Company that constitutes Good Reason and the specific provisions of this Plan on which the Participant relied. The Company shall be entitled, during the 30-day period following receipt of a Notice of


  
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Termination for Good Reason, to cure the circumstances that gave rise to Good Reason, provided that the Company shall be entitled to waive its right to cure or reduce the cure period by
delivery of written notice to that effect to the Participant (such 30-day or shorter period, the “Cure Period”). If, during the Cure Period, such circumstance is remedied, the Participant shall not be permitted to terminate
employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, the Participant shall be entitled to terminate employment for Good Reason during the
180-day period that follows the end of the Cure Period (the “Termination Period”). If the Participant does not terminate employment during the Termination Period, the Participant shall not be permitted to terminate employment for
Good Reason as a result of such circumstance. 
 (n) “Monthly Base Salary” means, with respect to any
Participant, 1/12 of such Participant’s annual rate of base salary in effect immediately prior to such Participant’s Termination Date (excluding any reduction thereto that constitutes Good Reason). 

(o) “Payment” means any payment, benefit or distribution by the Company, any of its Affiliates or any trust established
by the Company or its Affiliates, to or for the benefit of a Participant, whether paid, payable, distributed, distributable or provided pursuant to this Plan or otherwise, including any payment, benefit or other right that constitutes a
“parachute payment” within the meaning of Section 280G. 
 (p) “Person” means “person”
as such term is used in Section 13(d) of the Exchange Act. 
 (q) “Protection Period” means the period
commencing on the Change in Control Date and ending on the second anniversary thereof. 
 (r) “Section 280G”
means Section 280G of the Code. 
 (s) “Section 409A” means Section 409A of the Code. 

(t) “Severance Multiple” means, with respect to any Participant, the number set forth next to such Participant’s
name on Exhibit A. 
 (u) “Shares” means shares of common stock of the Company, $0.001 par value, or such other
securities of the Company into which such shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction. 

(v) “Termination Date” means the date on which the termination of a Participant’s employment, in accordance with
the terms of this Plan, is effective. 
 SECTION 3. Eligibility. The participants in this Plan
(“Participants”) are those individuals designated by the Board from time to time to participate in this Plan and whose names are set forth on Exhibit A hereto. 

SECTION 4. Severance Benefits. Subject to Section 6, if a Participant’s employment is terminated either (x) by the
Company or its Affiliates other than for Cause, death or Disability or 

  
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(y) by resignation of the Participant with Good Reason, in each case, during the Protection Period, then the Participant shall be entitled to the following payments and benefits (the
payments and benefits described in Sections 4(a) and (b), collectively, the “Severance Benefits”): 
 (a)
Severance Pay. The Company shall pay the Participant an amount equal to the product of (i) the Participant’s Severance Multiple and (ii) the Participant’s Monthly Base Salary, payable in a lump-sum payment on the 61st day
following the Participant’s Termination Date. 
 (b) Continued Welfare Benefits. Commencing on the
Participant’s Termination Date and continuing for the number of months thereafter equal to the Severance Multiple (the “Benefits Period”), the Company shall provide medical and welfare benefits for the Participant and the
Participant’s spouse and dependents substantially equivalent to the benefits provided by the Company and its Affiliates to similarly situated executives in active employment with the Company. The benefit coverages to be provided pursuant to the
preceding sentence shall be conditioned upon the Participant’s timely payment of the standard contribution that the Company’s active employees are required to make toward the cost of such coverages and making a timely election of
continuation coverage under COBRA. The Company shall pay for that portion of the full actuarial cost of such coverages as exceeds the portion to be paid for by the Participant, and the Company shall impute as taxable income to the Participant an
amount equal to the portion of the full actuarial cost of such coverages that is paid by the Company. Notwithstanding the foregoing, if the Participant becomes reemployed with another employer and is eligible to receive medical and welfare benefits
under such employer’s plans, the benefits described herein shall cease. The Benefits Period shall run concurrent with the period for continuation coverage under COBRA. 
 (c) Accrued Rights. The Participant shall be entitled to payments of any unpaid annual base salary, annual bonus or other amounts earned or accrued through the Participant’s Termination Date
(the rights to such payments, the “Accrued Rights”). The Accrued Rights shall be payable on their respective scheduled payment dates. 
 SECTION 5. Anticipatory Termination. If (a) a Participant’s employment is terminated by the Company without Cause within the six months immediately prior to the Change in Control Date or
(b) an action is taken with respect to a Participant within the six months immediately prior to the Change in Control Date that would constitute Good Reason if taken during the Protection Period (treating the Participant’s Termination Date
as the Change in Control Date for purposes of the Good Reason definition), and the Participant reasonably demonstrates that such termination or action (i) was at the request of a third party that had indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control that has been threatened or proposed, so long as such Change in Control actually occurs, then, subject to
Section 5, the Participant shall be entitled to the Severance Benefits and the Accrued Rights. If any such termination or action occurs while an agreement is pending and the effective provisions of such agreement provide for a transaction or
transactions that if consummated would constitute a Change in Control, then such termination or action shall be deemed to have occurred in connection with a Change in Control. If this Section 5 is applicable, the Change in Control Date shall be
treated as the Termination Date for purposes of Sections 4 and 6. 

  
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 SECTION 6. Release of Claims. Notwithstanding any provision of this Plan to the
contrary, if the Company provides a Participant with a Waiver and Release of Claims Agreement in the form of Exhibit B or in the Company’s standard form within five days of the Participant’s Termination Date, then, unless on or
prior to the 60th day following such Termination Date, (a) the Participant shall have executed and delivered such release and (b) such release shall have become effective and irrevocable in accordance with its terms, (i) no payments
shall be paid or made available to the Participant under Section 4(a) or 5 and (ii) the Company shall be relieved of all obligations to provide or make available any further benefits to the Participant pursuant to Section 4(b) or 5.

 SECTION 7. Other Termination. If a Participant’s employment is terminated in any circumstance not described in
Section 4 or 5 (including as a result of death or Disability), the Participant shall not be entitled to any compensation or benefits from the Company under this Plan. 
 SECTION 8. Tax Matters.  
 (a) Withholding. The Company will deduct
and withhold from any amounts payable under this Plan such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation. 

(b) Effect of Sections 280G and 4999 of the Code. Anything in this Plan to the contrary notwithstanding, in the event it shall be
determined that any Payment to or in respect of a Participant would be subject to the Excise Tax, then the Payments shall be reduced (but not below zero) but only to the extent that such reduction in the Payments would result in the Participant
retaining a larger amount, on an after-tax basis (including all Federal, state, local and other income taxes and the Excise Tax), than if the Participant received the entire amount of such Payments. The Company shall reduce or eliminate the Payments
in the following order: (1) the portion of the Payments that is attributable to any accelerated vesting of options to purchase Shares with a per Share exercise price greater than the Fair Market Value per Share on the Change in Control Date
(“Underwater Options”), (2) cash payments that do not constitute deferred compensation (within the meaning of Section 409A), (3) equity-based awards other than Underwater Options, (4) welfare or in-kind benefits
and (5) cash payments that do constitute deferred compensation, in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the Determination (as defined below). The determination of whether
the Payments shall be reduced as provided in this Section 8(b) and the amount of such reduction shall be made at the Company’s expense by the Company’s accounting firm or tax firm (the “Accounting Firm”), which shall
provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and the Participant within 30 business days after the Participant’s Termination Date or, if
the Participant’s employment is terminated in the circumstances described in Section 5, within 30 business days after the Change in Control Date. If the Accounting Firm determines that no Excise Tax is payable by the Participant with
respect to the Payments, it shall furnish the Participant with an opinion reasonably acceptable to the Participant that no Excise Tax will be imposed with respect to any Payments and, absent manifest error, such Determination shall be binding, final
and conclusive upon the Company and the Participant. 

  
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 (c) Section 409A of the Code. 

(i) General. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms
and conditions required by, Section 409A. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to any Participant under
Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Participant for failure to do so) (A) adopt such amendments to this Plan or adopt such other policies and procedures (including
amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan, to preserve the economic benefits of this Plan and to avoid
less favorable accounting or tax consequences for the Company and/or (B) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of
Section 409A and thereby avoid the application of penalty taxes thereunder. 
 (ii) Separation from
Service under Section 409A. Notwithstanding anything herein to the contrary: (A) no termination or other similar payments and benefits hereunder shall be payable to a Participant unless such Participant’s termination of employment
constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (B) if a Participant is deemed at the time of the Participant’s separation from service to be a
“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which such Participant may be entitled hereunder
(after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and
benefits shall not be provided to such Participant prior to the earlier of (x) the expiration of the six-month period measured from the date of the Participant’s “separation from service” with the Company (as such term is defined
in the Department of Treasury Regulations issued under Section 409A) and (y) the date of such Participant’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this
Section 8(c)(ii) shall be paid in a lump sum to such Participant, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; and (C) the determination of whether a Participant is a
“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of such Participant’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including,
without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto). 
 (iii) Reimbursements and Installments. To the extent that any reimbursements or corresponding in-kind benefits provided to a Participant under this Agreement are deemed to constitute “deferred
compensation” under Section 409A, (A) such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any
event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of 

  
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Treasury Regulations; and (B) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or
reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Participant’s right to such payments or reimbursement of any such
expenses shall not be subject to liquidation or exchange for any other benefit. To the extent that any installment payments under this Plan are deemed to constitute “nonqualified deferred compensation” within the meaning of
Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such installment payment that a Participant may be eligible to
receive under this Plan shall be treated as a separate and distinct payment. 
 SECTION 9. Miscellaneous.  

(a) Duration; Termination; Amendment; Modification. This Plan shall become effective upon the date of its adoption by the Board
(the “Effective Date”). The Board may amend or modify this Plan (including Exhibits A and B) at any time. Notwithstanding the foregoing but subject to Section 8(c), this Plan may not be (i) amended or modified in any
manner that decreases the payments or benefits payable to any Participant or otherwise adversely affects any Participant’s economic rights or (ii) terminated, in each case, without such Participant’s prior written consent.
Notwithstanding anything herein to the contrary, (A) Sections 4 and 5 of this Plan shall be effective only with respect to the first Change in Control that occurs following the Effective Date and the Participants shall not be entitled to any
payments or benefits pursuant to Section 4 or 5 of this Plan with respect to any subsequent Change in Control and (B) no payments or benefits shall be payable in connection with, and this Plan shall terminate upon the consummation of, the
transactions contemplated by the Merger Agreement. 
 (b) No Waiver. The failure of a Participant to insist upon strict
adherence to any term of this Plan on any occasion shall not be considered a waiver of such Participant’s rights or deprive such Participant of the right thereafter to insist upon strict adherence to that term or any other term of this Plan. No
failure or delay by any Participant in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. 
 (c) Severability. If any
term or provision of this Plan is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Plan shall nonetheless remain in full force and effect. 

(d) Survival. The provisions of this Plan shall survive and remain binding and enforceable, notwithstanding the expiration or
termination of the Protection Period or this Plan, the termination of a Participant’s employment with the Company for any reason or any settlement of the financial rights and obligations arising from a Participant’s participation
hereunder, to the extent necessary to preserve the intended benefits of such provisions. 

  
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 (e) Disputes. 

(i) Except as otherwise specifically provided herein, all disputes, controversies and claims arising between the Company
and any Participant concerning the subject matter of this Plan shall be settled by arbitration in accordance with the rules and procedures of the American Arbitration Association in effect at the time that the arbitration begins, to the extent not
inconsistent with this Plan. The location of the arbitration will be Aliso Viejo, California or such other place as the parties to the dispute may mutually agree. In rendering any award or ruling, the arbitrator or arbitrators shall determine the
rights and obligations of the parties according to the substantive and procedural laws of the State of California. The arbitration shall be conducted by an arbitrator selected in accordance with the aforesaid arbitration procedures. Any arbitration
pursuant to this Section 9(e) shall be final and binding on the parties, and judgment upon any award rendered in such arbitration may be entered in any court, Federal or state, having jurisdiction. The parties to any dispute shall each pay
their own costs and expenses (including arbitration fees and attorneys’ fees) incurred in connection with arbitration proceedings and the fees of the arbitrator shall be paid in equal amounts by the parties. Nothing in this Section 9(e)
shall preclude the Company or any Participant from seeking temporary injunctive relief from any Federal or state court located within Orange County in connection with or as a supplement to an arbitration hereunder. 

(ii) Without limiting the generality of Section 9(e)(i), to the extent permitted by applicable law, by participating
in this Plan, each Participant irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Plan. 
 (f) No Mitigation or Offset; Enforcement of this Plan. The Company’s obligation to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against any Participant or others. In no event shall any Participant be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and, except as otherwise expressly provided for in this Plan, such amounts shall not be reduced whether or not the Participant obtains other
employment. 
 (g) Relation to Other Plans. Nothing in this Plan shall prevent or limit a Participant’s continuing
or future participation in any plan, practice, policy or program provided by the Company or any Affiliate thereof for which the Participant may qualify, nor shall anything in this Plan limit or otherwise affect any rights the Participant may have
under any contract or agreement with the Company or any Affiliate thereof. Vested benefits and other amounts a Participant is otherwise entitled to receive under any incentive compensation (including any equity award agreement), deferred
compensation, retirement, pension or other plan, practice, policy or program of, or any contract or agreement with, the Company or any Affiliate thereof shall be payable in accordance with the terms of each such plan, practice, policy, program,
contract or agreement, as the case may be. Notwithstanding the foregoing provisions of this Section 9(g), the amounts payable under this Plan to a Participant shall be paid 

  
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in lieu of any cash severance payment that such Participant is otherwise eligible to receive under any other severance plan, practice, policy or program of the Company or any Affiliate thereof
upon a termination of employment qualifying such Participant for payments or benefits under this Plan. 
 (h) Successors.
This Plan shall bind any successor (a “Successor”) to all or substantially all of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the
same extent that the Company would have been obligated under this Plan if no such succession had taken place. In the case of any transaction in which a Successor would not, pursuant to the foregoing provision or by operation of law, be bound by this
Plan, the Company shall require such Successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would have been required to
perform such obligations if no such succession had taken place. The term “Company”, as used in this Plan, shall mean the Company as hereinbefore defined and any Successor and any assignee to such business or assets that by reason
hereof becomes bound by this Plan. 
 (i) Governing Law. This Plan shall be deemed to be made in the State of California
and the validity, interpretation, construction and performance of this Plan in all respects shall be governed by the laws of the State of California without regard to its principles of conflicts of law. 

(j) Headings and References. The headings of this Plan are inserted for convenience only and neither constitutes a part of this
Plan nor affects in any way the meaning or interpretation of this Plan. When a reference in this Plan is made to a Section, such reference shall be to a Section of this Plan unless otherwise indicated. 

(k) Construction. For purposes of this Plan, the words “include” and “including”, and variations thereof,
shall not be deemed to be terms of limitation but rather shall be deemed to be followed by the words “without limitation”. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall
mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. 
 (l)
Notices. All notices or other communications required or permitted by this Plan will be made in writing and all such notices or communications will be deemed to have been duly given when delivered or (unless otherwise specified) mailed by
United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: 
  

			
	If to the Company:	  	 Quest Software, Inc.
 5
Polaris Way
 Aliso Viejo, CA 92656

		
		  	Attention: General Counsel
		
	With a copy to:	  	 Latham & Watkins, LLP

885 Third Avenue
 New York, NY
10022



  
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	Attention:	  	 Charles K. Ruck
 Bradd L.
Williamson

		
	If to the Participant:	  	The Participant’s address as most recently supplied to the Company and set forth in the Company’s records

 or to such other address as any party may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt. 
  

	
	Adopted by the Board of Directors of Quest Software, Inc. as of March 8, 2012



  
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 EXHIBIT A 

  
 A-1









 EXHIBIT B 
 WAIVER AND RELEASE OF CLAIMS AGREEMENT 
 In exchange for the Severance
Benefits (as defined in that certain Quest Software, Inc. Change in Control Severance Plan (the “Severance Plan”)), I freely and voluntarily agree to enter into and be bound by this Waiver and Release of Claims Agreement (this
“Release”). 
 SECTION 1. General Release. Subject to Section 2 of this Release, I, on my
own behalf and on behalf of my heirs, personal representative, executors, administrators, assigns and anyone else claiming through me (the “Releasors”), hereby release and discharge forever the Company, each of its divisions,
Affiliates (as defined in the Severance Plan) and subsidiaries and, except for directors and executive officers of the Company, only in connection with their affiliation with the Company or any of its Affiliates, each of their respective present and
former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, related and affiliated companies and entities, shareholders, members, representatives, predecessors, successors and assigns,
and all Persons (as defined in the Severance Plan) acting by, through, under or in concert with them (hereinafter collectively referred to as the “Released Parties”), from and against all liabilities, claims, demands, liens, causes
of action, charges, suits, complaints, grievances, contracts, agreements, promises, obligations, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), of any
form whatsoever, including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between me and the Company or any of the Released
Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (the “ADEA”), as
amended by the Older Workers Benefit Protection Act of 1990, the Sarbanes-Oxley Act of 2002, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information
Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988 and the Human Rights laws of the State and City of New York, as each may have been amended from time to time, or any other federal, state or local statute,
regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that I or my heirs, executors, administrators, assigns or anyone else claiming through me now own or
hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the
foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) my employment relationship with the Company and/or any of the Released Parties and the termination of that relationship; (b) my
relationship with any of the Released Parties as a member of any boards of directors; and (c) any other type of relationship (business or otherwise) between me and any of the Released Parties. This release (this “Release”)
includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair
dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages, and
attorneys’ fees. 

  
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 SECTION 2. Exclusions from Release. Notwithstanding the generality of Section 1
of this Release, I do not release the following claims and rights: 
  

	 	(a)	my rights under this Release or the Quest Software, Inc. Change in Control Severance Plan; 


 

	 	(b)	my rights as a shareholder or equity award holder in the Company; 

  

	 	(c)	any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; 


 

	 	(d)	claims to continued participation in certain of the Company’s group health plans pursuant to the terms and conditions of COBRA; 


 

	 	(e)	any rights vested or accrued prior to my Termination Date (as defined in the Severance Plan) to benefits or entitlements under any Company-sponsored retirement or
welfare benefit plan; 

  

	 	(f)	my rights, if any, to indemnification, advancement of expenses and the protections of any director’ and officers’ liability policies of the Company or any of
its Affiliates; 

  

	 	(g)	any rights or claims that arise after my execution of this Release; 

  

	 	(h)	any other right that may not be released by private agreement. 

 SECTION 3. Unknown Claims. I waive all rights under Section 1542 of the California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction with
respect to any Claims (other than the claims listed in Section 2). Section 1542 reads as follows: 
 “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

 Notwithstanding the provisions of Section 1542 or any statute or common law principle of similar effect in any jurisdiction, and for the
purpose of implementing a full and complete release and discharge of all Claims (other than the claims listed in Section 2), the undersigned expressly acknowledges that this Release is intended to include in its effect, without limitation, all
Claims (other than the claims listed in Section 2) which the undersigned does not know or suspect to exist in the undersigned’s favor at the time of execution hereof, and that the general release agreed upon contemplates the extinguishment
of any such Claims (other than the claims listed in Section 2). 

  
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 SECTION 4. Rights Under the ADEA. Without limiting the scope of this Release
in any way, I certify that this Release constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that I have or may claim to have under the ADEA. This Release does not restrict any rights or claims that might arise
under the ADEA after the date I sign this Release. I acknowledge that: (a) the consideration provided pursuant to the Severance Plan is in addition to any consideration that I would otherwise be entitled to receive; (b) I have been and am
hereby advised in writing to consult with an attorney prior to signing this Release; (c) I have been provided a full and ample opportunity to review this Release, including a period of at least 21 days within which to consider it; (d) to
the extent that I take less than 21 days to consider this Release prior to execution, I acknowledge that I had sufficient time to consider this Release with counsel and that I expressly, voluntarily and knowingly waive any additional time;
(e) changes to the initial draft of this Release presented to me made during the consideration period will not extend the length of the consideration period; and (f) I am aware of my right to revoke this Release at any time within the
seven-day period following the date on which I execute this Release and that this Release shall not become effective or enforceable until the calendar day immediately following the expiration of the seven-day revocation period. I further understand
that I shall relinquish any right I have to the Severance Benefits if I exercise my right to revoke this Release. Notice of revocation must be made in writing and must be received by
[            ], no later than 5:00 p.m. on the seventh calendar day immediately following the date on which I execute this Release. 

SECTION 5. Covenant Not To Sue. I represent and covenant that I have not filed, initiated or caused to be filed or
initiated any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding against the Company or any of the Released Parties. Except to the extent that such waiver is precluded by law, I further promise and agree that I will not
file, initiate or cause to be filed or initiated any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding based upon, arising out of or relating to any Claim released hereunder, nor shall I participate, assist or
cooperate in any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding regarding any of the Released Parties relating to any Claims released hereunder, whether before a court or administrative agency or otherwise, unless
required to do so by law. This Release will not prevent me from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission
(or similar state agency); provided, however, that I acknowledge and agree that any Claim by me, or brought on my behalf, for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages)
would be and hereby is barred. In the event that any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding is filed on my behalf in connection with any Claim released hereunder, I agree that I shall not accept or be
entitled to receive any financial recovery therefrom. 
 SECTION 6. No Assignment. I represent and warrant that I
have made no assignment or other transfer, and covenant that I will make no assignment or other transfer, of any interest in any Claim that I may have against any of the Released Parties. 

SECTION 7. Indemnification of Released Parties. I agree to indemnify and hold harmless the Released Parties, and each of
them, against any loss, claim, demand, damage, expenses or any other liability whatsoever, including reasonable attorneys’ fees and costs, 

  
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resulting from: (a) any breach of this Release by me or my successors in interest; (b) any assignment or transfer, or attempted assignment or transfer, of any Claims released hereunder;
or (c) any action or proceeding brought by me or my successors in interest, if such action or proceeding arises out of, is based upon, or is related to any Claims released hereunder; provided, however, that this indemnification
provision shall not restrict any challenge by me of the release of claims under the ADEA, Title VII of the Civil Rights Act of 1964 or similar discrimination laws. This indemnity does not require payment as a condition precedent to recovery by any
of the Released Parties under this indemnity. 
 SECTION 8. Choice of Law. This Release shall be governed and
construed under the laws of the State of California, without regard to its conflict of laws rules. 
  

  
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 IN WITNESS WHEREOF, the undersigned has signed and executed this Release on the date set
forth below as an expression of his intent to be bound by the foregoing terms of this Release. 
  

			
	
	  

Employee

		
	Date:	 	  

		 	



  
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