BINDVIEW DEVELOPMENT CORP
SUMMARY OF EMPLOYMENT AGREEMENT - MATTHEW J. MILLER
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<FILENAME>h28772exv10w71.htm
<DESCRIPTION>SUMMARY OF EMPLOYMENT AGREEMENT - MATTHEW J. MILLER
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.71
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SUMMARY OF EMPLOYMENT AGREEMENTS &#150; MATTHEW J. MILLER
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Miller&#146;s employment agreement with the Company was signed on September&nbsp;7, 2005 with an
effective date of January&nbsp;6, 2005, relating to Mr.&nbsp;Miller&#146;s at-will employment in the position of
Vice President Americas Sales. Its form is substantially similar to Exhibit&nbsp;10.46 to the 10-K
filed March&nbsp;30, 2004. Under the employment agreement, Mr.&nbsp;Miller is entitled to receive <I>(a) </I>a
base salary of $175,000 per year (subject to increase upon annual review), plus <I>(b) </I>contingent
incentive bonus compensation and sales commissions based on achievement of certain management
objectives in accordance with a plan approved annually by the Compensation Committee and the
independent directors of the Board. Mr.&nbsp;Miller is also entitled to participate in the Company&#146;s
401k plan, employee stock purchase plan, and other benefit plans. If the Company terminates Mr.
Miller&#146;s employment other than for cause or disability, or if Mr.&nbsp;Miller resigns for good reason
(as defined in the agreement) or if he dies, then he is (or his heirs and assigns are) entitled to
receive (i)&nbsp;a severance period of six months if termination occurs before January&nbsp;6, 2006 or of
nine months if termination occurs on or after January&nbsp;6, 2006, during which he shall continue to
receive his base salary along with medical and insurance benefits, as well as (ii)&nbsp;a pro-rated
portion of any bonus earned prior to termination under such an approved bonus plan.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Miller&#146;s change of control agreement with the Company was signed on the same date, and has
the same effective date, as the employment agreement described above. The form of his change of
control agreement is substantially similar to Exhibit&nbsp;10.51 to the 10-K filed March&nbsp;30, 2004. In
the event of a change of control, as defined in the agreement, Mr.&nbsp;Miller&#146;s stock options and
restricted stock will become fully vested. If, in connection with a change of control, Mr.
Miller&#146;s employment is terminated other than for cause or he resigns for good reason (each as
defined in the employment agreement), then the officer is entitled to <I>(a) </I>all severance benefits
provided in the employment agreement described above; <I>(b) </I>a special severance payment in an amount
equal to, and in addition to, the officer&#146;s base salary during the severance period defined in the
employment agreement; <I>(c) </I>continuation of insurance-related benefits for an additional period of
time equal to that stated in his employment agreement; and <I>(d) </I>to exercise any vested, unexercised
options for one year after the date of termination of employment. If any payment by BindView to
Mr.&nbsp;Miller would be subject to the excise tax imposed by Section&nbsp;4999 of the Internal Revenue Code
or any interest or penalties with respect to such excise tax, then he is entitled to receive a
gross-up payment in an amount such that, after payment by him of all taxes (including any interest
or penalties imposed with respect to such taxes), including any excise tax imposed upon the
gross-up payment, he retains an amount of the gross-up payment equal to the excise tax imposed upon
the payments.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Miller&#146;s indemnification agreement with the Company was signed on the same date, and has
the same effective date, as the employment agreement described above. Its form is essentially
identical to Exhibit&nbsp;10.1 to the 10-Q filed November&nbsp;14, 2001. Subject to certain conditions and
limitations, if Mr.&nbsp;Miller was, is, becomes at any time, or is threatened to be made a party to
(or a witness in or otherwise a participant in) an action, suit, proceeding, appeal, inquiry or
investigation relating to the fact that he was a director, officer or employee of the Company (and
in certain other capacities), the Indemnification Agreement provides that the Company shall
indemnify Mr.&nbsp;Miller for expenses, judgments, fines, penalties and amounts paid in settlement.
The agreement also provides that the Company shall advance expenses to Mr.&nbsp;Miller in connection
with its indemnification obligations.
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