**Exhibit 10.5**

**QUEST SOFTWARE, INC.**

**2008 STOCKINCENTIVE PLAN**

**OPTION AGREEMENT**

**(INCENTIVE STOCK OPTIONOR NONSTATUTORY STOCKOPTION)**

Pursuant to your Option Grant Notice (“***Grant Notice***”) and this Option Agreement, QuestSoftware, Inc. (the “***Company***”) has granted you an option under its 2008 Stock Incentive Plan (the “***Plan***”) to purchase the number of shares of the Company’s Common Stock indicated in your GrantNotice (the “***Option Shares***”) at the exercise price per share indicated in your Grant Notice (the “***Exercise Price***”). Defined terms not explicitly defined in this Option Agreement but defined in the Planshall have the same definitions as in the Plan. 

The details of your option are as follows: 

**1.****VESTING.** Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, providedthat vesting will cease upon the termination of your Continuous Service. 

**2.****NUMBEROFSHARESAND EXERCISE PRICE.** The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time totime for Capitalization Adjustments. 

**3.****EXERCISE RESTRICTIONFORNON-EXEMPT EMPLOYEES.** In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (*i.e.*, a “***Non-ExemptEmployee***”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

**4.****METHODOF PAYMENT.** Payment of the exercise price is due in full uponexercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in one or more of the following manners: 

**(a)** Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in *The Wall StreetJournal*, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocableinstructions to pay the aggregate exercise price to the Company from the sales proceeds. 

**(b)** Provided that at thetime of exercise the Common Stock is publicly traded and quoted regularly in *The Wall Street Journal*, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clearof any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shallinclude delivery to the Company of your attestation of 

 

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ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to theCompany of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

**5.****WHOLE SHARES.** You may exercise your option only for whole shares of Common Stock. 

**6.****SECURITIES LAW COMPLIANCE.** Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stockissuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements ofthe Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliancewith such laws and regulations. 

**7.****TERM.** You may not exercise your option before the commencement or afterthe expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 

**(a)** thirty (30) days after the termination of your Continuous Service for any reason other than your Disability or death; *provided, however,* that (i) if during any part of such thirty (30) day period your optionis not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of thirty (30) months afterthe termination of your Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) youhave vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (A) the later of the date that is seven (7) months after the Date of Grant specified in yourGrant Notice or the date that is thirty (30) days after the termination of your Continuous Service, or (B) the Expiration Date; 

**(b)** twelve (12) months after the termination of your Continuous Service due to your Disability; 

**(c)** twelve (12) months after your death if you die either during your Continuous Service or within thirty (30) days after your Continuous Service terminates; 

**(d)** the Expiration Date indicated in your Grant Notice; or 

**(e)** the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Coderequires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of yourdeath or Disability. The Company has provided for extended exercisability 

 

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of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option ifyou continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company oran Affiliate terminates. 

**8. EXERCISE.**

**(a)** You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated bythe Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 

**(b)**By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you toenter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquiredupon such exercise. 

**(c)** If your option is an Incentive Stock Option, by exercising your option you agree that youwill notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grantor within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 

**9.****DETRIMENTAL ACTIVITIES**. If, at any time within (i) 12 months after you cease to remain in Continuous Service, or (ii) within 12 months after you exercise any portion of this option,whichever is the latest, you engage in any Detrimental Activity then (A) this option shall terminate effective immediately, unless terminated sooner by operation of another term or condition of this option or the Plan, and shall cease to beoutstanding, and (B) the Company may rescind any exercise of this option, in which case you shall pay to the Company the amount of any Option Gain realized or payment received as a result of the rescinded exercise. 

**10.****TRANSFERABILITY.** Your option is not transferable, except by will or by the laws of descent and distribution, and isexercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter beentitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in thetrust, provided that you and the trustee enter into transfer and other agreements required by the Company. 

**11.****OPTIONNOTA SERVICE CONTRACT.** Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever anyobligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respectiveshareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 

 

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**12. WITHHOLDING OBLIGATIONS.**

**(a)** At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you herebyauthorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated bythe Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise ofyour option. 

**(b)** Upon your request and subject to approval by the Company, in its sole discretion, and compliancewith any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value,determined by the Company as of the date of exercise, not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accountingpurposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

**(c)** You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even thoughyour option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 

**13.****NOTICES.** Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectivelygiven upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

**14.****GOVERNING PLAN DOCUMENT.** Your option is subject to all the provisions of the Plan, theprovisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflictbetween the provisions of your option and those of the Plan, the provisions of the Plan shall control. 

**15.****DEFINITIONS**. For purposes of this Agreement, the following definitions shall apply: 

**(a)** “***Detrimental Activity***” means: (i) engaging or participating, directly or indirectly, in any business that is in competition with or adverse to the business of the Company in any manner whatsoever;(ii) soliciting or otherwise inducing the Company’s employees to leave the Company’s business or employ; or (iii) any other act of Misconduct. 

 

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**(b)**“***Misconduct***” means the commission of any act of fraud,embezzlement or dishonesty by you, any unauthorized use or disclosure by you of confidential information or trade secrets of the Company (or any Affiliate), or any intentional wrongdoing by you, whether by omission or commission, which adverselyaffects the business or affairs of the Company (or any Affiliate) in a material manner. This shall not limit the grounds for the dismissal or discharge of any person in the Continuous Service of the Company (or any Affiliate). 

**(c)** “***Option Gain***” means an amount equal to the gain represented by the Fair Market Value of the CommonStock on the Exercise Date over the Exercise Price, multiplied by the number of Option Shares purchased in such exercise, without regard to any subsequent decrease or increase in the Fair Market Value of the Option Shares. 

 

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