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                                                                   EXHIBIT 10.58

February 13, 2004



Dear Art,

On behalf of VERITAS Software Global Corporation, (VERITAS), I am pleased to
offer you the position of Executive Vice President of World Wide Sales,
reporting to me.

COMPENSATION AND BENEFITS

Cash Compensation

Your compensation will include an annual base salary of $600,000, paid
semi-monthly. You will also be eligible to participate in the VERITAS Executive
Officer Bonus Plan, with a target annual bonus of $400,000 (at plan), based on
corporate revenue, profit, and strategic goal achievement. This bonus plan will
be prorated in 2004 based on your actual start date and thereafter will be
payable based on VERITAS' Executive Officer Bonus Plan for the corresponding
year.

Stock Options

Subject to approval by the VERITAS Board of Directors, you will be granted an
option to purchase 600,000 shares of VERITAS' common stock. The option exercise
price will be the fair market value on the day that the option is approved by
the Board. In accordance with the terms of the stock option plan, the shares
become exercisable at the rate of 1/48th per month over the next 48 months of
continuous employment with VERITAS. Upon your death, the option will vest and
become exercisable with respect to 50% of the remaining unvested shares. Except
as may be otherwise stated in this Agreement or in the VERITAS stock option
plan, the vested portion of such options may be exercised at any time until the
earlier of (i) 90 days after the termination of your employment or (ii) ten
years after the grant of such options.

Subject to approval by the VERITAS Compensation Committee, you will be granted a
total of 200,000 restricted stock units. The restricted stock units ("RSU's")
will have a three-year cliff vest, subject to acceleration upon achievement of
agreed upon quarterly revenue targets. Upon your death, 25% of

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Arthur Matin

February 13, 2004

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the remaining unvested RSU's shall vest, irrespective of whether the
above-described revenue targets were attained.

Sign-On Bonus

You will be paid a sign-on bonus of $200,000 within one (1) week of commencing
employment with VERITAS and another $200,000 bonus paid after you have been
employed with VERITAS for six (6) months. These bonus payments are subject to
such payroll deductions and tax withholdings as are required by law.

Legal Expenses

You shall receive a one-time payment of $10,000 for any legal expenses you may
incur in connection with commencing employment with VERITAS, subject to such
payroll deductions and tax withholdings as are required by law.

Benefits

As a full-time employee, you will be covered under the company's medical, dental
and life insurance programs as of the first day of your employment. You will
also accrue not less than 15 days per year of paid vacation. We have put a great
deal of emphasis on our benefits, and expect that they will continue to evolve
as we grow and as the needs of our people and their families change. You can
learn more about our benefits by visiting our external benefits site located at
http//www.veritas.com/benefits/SecureBenefits.html.

Relocation Costs

Should you decide to relocate within 60 miles of VERITAS' Mountain View location
as a result of your employment with VERITAS, VERITAS will provide you with
$200,000 as partial payment of the purchase price of your new home and an
additional $100,000 for your house-hunting and relocation expenses (including,
without limitation, the sales commission and other customary costs associated
with the sale of your current home, temporary living expenses, and customary
closing costs associated with the purchase of a new home). These amounts shall
be paid to you as they are incurred, subject to such payroll deductions and tax
withholdings as are required by law. If you should voluntarily terminate your
employment within 12 months of your relocation, you will be required to repay
these amounts, net of taxes.

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Arthur Matin

February 13, 2004

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SEVERANCE AND CHANGE OF CONTROL BENEFITS ELECTION

You may elect to receive severance and change of control benefits. This is a
voluntary election; if you choose to receive these additional benefits, please
sign where designated at the end of this document. The severance and change of
control benefits are described below:

Severance Benefits

In the event your employment with VERITAS is terminated without Cause or you
resign for Good Reason, VERITAS will provide you the following severance
benefits, subject to the restrictive covenant described below: (i) a severance
payment equal to one (1) year of your then current annual base salary excluding
bonus or other performance based compensation payable over a one-year period in
accordance with VERITAS' normal payroll practices, with such payroll deductions
and withholdings as are required by law; (ii) one (1) year acceleration of your
outstanding unvested restricted stock units and options to purchase VERITAS
common stock; (iii) extension of the exercise period of your outstanding options
for one (1) year from the date of termination and (iv) payment of COBRA premiums
for one (1) year from the date of termination for the health coverage elected by
you on the COBRA enrollment form and, to the extent permitted under the
applicable group insurance plans, continuation of all other group insurance
coverage for one (1) year from the date of termination.

         "Cause" means (i) gross negligence or willful misconduct in the
         performance of your duties to VERITAS (other than as a result of a
         disability) that has resulted or is likely to result in material damage
         to VERITAS; (ii) commission of any act of fraud with respect to
         VERITAS; or (iii) conviction of a felony or a crime involving moral
         turpitude. No act or failure to act by you shall be considered
         "willful" if done or omitted by you in good faith with reasonable
         belief that your action or omission was in the best interests of
         VERITAS.

         "Good Reason" means (i) that VERITAS requires that you relocate from
         your current residence in Connecticut and you decline to relocate; (ii)
         that VERITAS assigns you to a position below the level of Executive
         Vice President; (iii) that VERITAS requires that you report to anyone
         other than its Chief Executive Officer or Board of Directors; (iv) that
         your duties or authority are substantially diminished; or (v) that
         VERITAS reduces your base salary or your target bonus below the levels
         specified above (other than in connection with a general decrease in
         the salary or target bonuses for all officers of VERITAS) without your
         consent.

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Arthur Matin

February 13, 2004

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Change of Control Benefits

Should your employment be terminated within 12 months of a Change of Control,
other than for Cause, or should you resign for Good Reason within 12 months of a
Change of Control, you shall be entitled to the following severance benefits,
subject to the restrictive covenant set forth below: (i) the severance payment
described above in connection with a Termination without Cause and (ii)
accelerated vesting of 50% of your remaining outstanding unvested restricted
stock units and options to purchase VERITAS common stock, with all vested
options exercisable for a period of one (1) year from the date of termination.

          "Change of Control" means (i) the acquisition (other than from
         VERITAS) by any person, entity or "group," within the meaning of
         section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")(excluding, for this purpose, VERITAS or
         its subsidiaries, or any employee benefit plan of VERITAS or its
         subsidiaries that acquires beneficial ownership of voting securities of
         VERITAS) of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of 50% or more of either the then
         outstanding shares of common stock or the combined voting power of
         VERITAS' then outstanding voting securities entitled to vote generally
         in the election of directors; (ii) individuals who, as of the date
         hereof, constitute the Board (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board, provided that
         any person becoming a director subsequent to the date hereof whose
         election, or nomination for election by VERITAS' shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board (other than an election or nomination of
         an individual whose initial assumption of the office is in connection
         with an actual or threatened election contest relating to the election
         of the directors of VERITAS, as such terms are used in Rule 14a-11 of
         the Regulation 14A promulgated under the Exchange Act) shall be, for
         the purposes of this Agreement, considered as though such person were a
         member of the Incumbent Board; or (iii) approval of the stockholders of
         VERITAS of a reorganization, merger or consolidation, in each case,
         with respect to which persons who were the stockholders of VERITAS
         immediately prior to such reorganization, merger or consolidation do
         not, immediately thereafter, own more than 50% of the combined voting
         power entitled to vote generally in the election of directors of the
         reorganized, merged or consolidated company's then outstanding voting
         securities, or a liquidation or dissolution of VERITAS or of the sale
         of all or substantially all of the assets of VERITAS.

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Arthur Matin

February 13, 2004

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         If you resign within 12 months after a Change in Control, then the term
         "Good Reason" includes, in addition to the reasons described in the
         definition above, that (i) the new parent corporation of VERITAS (or,
         if none, the surviving corporation after the Change in Control) assigns
         you to a position below the level of head of worldwide sales or (ii)
         the new parent corporation of VERITAS (or, if none, the surviving
         corporation after the Change in Control) requires that you report to
         anyone other than its Chief Executive Officer or its Board of
         Directors.

Restrictive Covenant

The severance and change of control benefits described above are subject to a
restrictive covenant. Specifically, in consideration of the foregoing benefits,
you agree to the following: (1) execute and deliver to VERITAS a Mutual
Separation and Release in a form acceptable to VERITAS in exchange for receiving
severance benefits, provided that you will not be required to release any claims
to indemnification for acts or omissions as an officer of VERITAS, (2) during
the term of your employment with VERITAS and for one (1) year thereafter, you
will not, on behalf of yourself or any third party, solicit or attempt to induce
any employee of VERITAS to terminate his or her employment with VERITAS and (3)
should you receive severance benefits as described above, you agree not to work
for the competitors named in Exhibit A and/or to work on the product lines named
in Exhibit B during the period you are receiving severance payments and you will
agree to be available to provide consulting services to VERITAS during such
period for not more than 10 hours per month. With regard to the list of
competitors and/or product lines discussed above, this list shall be subject to
reasonable changes in the event of changes in your job duties or changing
competitive conditions.

You acknowledge that you will have access to highly confidential information
during your employment with VERITAS and that the foregoing restrictive covenant
is reasonable to protect this confidential information. Should you elect to
receive these severance and change of control benefits, you also understand you
are voluntarily electing to adhere to the restrictive covenant as well. All
severance and change of control benefits will be forfeited in the event you
elect to accept the benefits and later challenge the restrictive covenant.

We have discussed that VERITAS intends to institute a formal executive severance
and change of control program in the near future, and no later than one year
from your hire date. When that program is finalized, we intend to enter into a
new agreement that contains comparable terms regarding severance and change of
control benefits that would replace and supersede the foregoing terms in this
section of the offer letter.

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Arthur Matin

February 13, 2004

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Parachute Payments

In the event that any payments to which you become entitled in accordance with
the provisions of this Agreement would otherwise constitute a parachute payment
under Code Section 280G, then such payments will be subject to reduction to the
extent necessary to assure that you e receive only the greater of (i) the amount
of those payments which would not constitute such a parachute payment or (ii)
the amount which yields you the greatest after-tax amount of benefits after
taking into account any excise tax imposed on the payments provided to you under
this Agreement (or on any other benefits to which you may be entitled in
connection with any change in control or ownership of the Corporation or the
subsequent termination of your employment with the Corporation) under Code
Section 4999.

Should a reduction in benefits be required to satisfy the benefit limit of the
foregoing paragraph, then your salary continuation payments shall accordingly be
reduced to the extent necessary to comply with such benefit limit. Should such
benefit limit still be exceeded following such reduction, then the number of
shares which would otherwise be purchasable under the vesting-accelerated
portion of each your options (based on the amount of the parachute payment
attributable to such option under Code Section 280G) shall be reduced to the
extent necessary to eliminate such excess.

OTHER TERMS OF EMPLOYMENT OFFER

Absence of Conflicts

You represent that upon the commencement of your employment with VERITAS that
the performance of your duties as a VERITAS employee will not breach any
agreement as to which you are a party. You will be expected to devote your full
working time and attention to the business of VERITAS, and you will not render
services to any other business without VERITAS' prior approval according to its
Standards of Business Conduct. You agree you will not, directly or indirectly,
engage or participate in any business that is competitive in any manner with the
business of VERITAS. However, with the approval of the General Counsel, (in
consultation with the Chief Executive Officer), you may serve on the boards of
directors of a reasonable number of other corporations to the extent permitted
under our Conflict of Interest Policy, and I have approved your continuing
service on the board of directors of Switch and Data.

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Arthur Matin

February 13, 2004

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Arbitration

You and VERITAS agree that any dispute regarding the terms of this offer letter
or any controversy or claim that we may have against each other shall be decided
by confidential, final and binding arbitration, as described in detail in the
attached Mutual Arbitration Agreement.

At Will Employment

Employment with VERITAS is not for a specific term and can be terminated by you
or by VERITAS at any time for any reason, with or without cause. This is the
full and complete agreement between us on this term of your employment. Any
contrary representations which may have been made or which may be made to you
are superseded by this offer. Any modification of this term must be in writing
and signed by you and the CEO.

Confidential Information and Invention Assignment Agreement

On the date you commence employment with VERITAS, you will be required to sign
the VERITAS standard form of Proprietary Information and Inventions Agreement, a
copy of which is attached to this letter, to protect VERITAS' confidential
information and intellectual property.

Entire Agreement

This letter agreement, including the attached exhibits, represents the entire
agreement between us concerning the subject matter herein.

IRCA

The Immigration Reform and Control Act of 1986 requires that all new employees
submit proof of employment eligibility. This offer is contingent upon you
providing proof of your right to work in the United States. Enclosed is a List
of Acceptable Documents that will be necessary for you to show proof of your
employment eligibility on your first day of employment.

No Solicitation

During the term of your employment with VERITAS and for one (1) year thereafter,
you will not, on behalf of yourself or any third party, solicit or attempt to
induce any employee of VERITAS to terminate his or her employment with VERITAS.

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Arthur Matin

February 13, 2004

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Waiver

No provision of this letter agreement shall be modified or waived except in
writing signed by you and an officer of VERITAS duly authorized by the Board. No
waiver by either party of any breach of this letter agreement by the other party
shall be considered a waiver of any other breach of this letter agreement.

Art, to accept this offer, please sign below and return this letter as well as
the VERITAS Proprietary Information Agreement and Mutual Arbitration Agreement
in the self-addressed and postage paid envelope included in this package. This
offer of employment and your employment with VERITAS is contingent upon
successful completion of a background check. This offer is also contingent upon
you signing both documents and will remain open until February 16, 2004. We
anticipate that you will join us on or before March 8, 2004. Should you have any
questions on this matter, don't hesitate to call me at 650-527-8000.

Sincerely,

/s/ Gary Bloom

Gary Bloom
Chairman, President and CEO

I accept this offer of employment

By: /s/ Arthur R. Matin                                Feb 13, 2004
    ---------------------------------------          -----------------
    Arthur Matin                                            Date

I elect to receive the severance and change of control benefits described above
and acknowledge and agree to be bound by the restrictive covenant associated
with these additional benefits.

By: /s/ Arthur R. Matin                                Feb 13, 2004
    --------------------------------------           -----------------
    Arthur Matin                                            Date

Attachments:

     -    Proprietary Information and Inventions Agreement (Please return with
          the signed offer letter.)

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Arthur Matin

February 13, 2004

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     -    Mutual Arbitration Agreement (Please return with signed offer letter)

     -    Standards of Business Conduct

     -    Exhibit A (list of competitors)

     -    Exhibit B (list of product lines)