BINDVIEW DEVELOPMENT CORP
FORM OF CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>16
<FILENAME>h03359exv10w54.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT
<TEXT>
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                                                                  EXHIBIT 10.54


Change of Control Agreement                            EXECUTIVE:
                                                                  -------------


                              BINDVIEW CORPORATION

                           CHANGE OF CONTROL AGREEMENT


THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between BindView
Development Corporation, a Texas corporation (the "COMPANY"), and the
"EXECUTIVE" identified above. Unless otherwise indicated, all references to
Sections are to Sections in this Agreement. This Agreement is effective as of
the date written on the signature page ("EFFECTIVE DATE").

This Agreement is in addition to and does not diminish the rights and benefits
afforded the Executive under: (i) the Executive Employment Agreement between the
Executive and the Company ("EMPLOYMENT AGREEMENT"); (ii) any stock or stock
option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive
bonus, benefits or other agreements, if any ("OTHER AGREEMENTS"), all as
amended, whether currently existing or entered into at a future date between the
Executive and the Company. In the case of any inconsistencies or conflict
between those agreements and this Agreement, the terms of this Agreement shall
govern.

1.     BACKGROUND.

1.1    The Executive currently holds (or is being hired for) an executive
       position with the Company. As a result, the Executive has (or will have)
       significant responsibility for the Company's management, profitability
       and growth. Likewise, the Executive possesses (or is expected to acquire)
       an intimate knowledge of the Company's business and affairs, including
       its policies, plans, methods, personnel, opportunities, and challenges.

1.2    The Company considers the continued employment of the Executive to be in
       the best interests of the Company and its shareholders. The Company
       desires to assure itself of the Executive's continued services on an
       objective and impartial basis without distraction or conflict of interest
       in the event of any efforts to effect a change of ownership or control of
       the Company.

1.3    The Executive is willing to remain in the employ of the Company upon the
       understanding that it will provide him with certain income security in
       the event of a change in control of the Company, upon the terms and
       conditions provided herein.

2.     DEFINITIONS. For purposes of this Agreement, the following terms have the
       meanings set forth below. Other defined terms have the meanings set forth
       in the provisions of this Agreement in which they are used or in the
       Executive Employment Agreement.

2.1    ACCOUNTING FIRM means the independent certified public accountants
       selected by the Company, or another accounting firm designated by such
       auditors and reasonably acceptable to the Executive; provided, however,
       in no event shall such independent certified public accountants be acting
       as auditors for the Company.

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Change of Control Agreement                            EXECUTIVE:
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2.2    ACQUISITION REPORT means a report filed by or on behalf of a stockholder
       or group of stockholders on Schedule 13D or Schedule 14D-1 or any
       successor schedule, form or report under the Exchange Act.

2.3    BASE SALARY has the meaning set forth in the Employment Agreement.

2.4    BENEFICIAL OWNER means a Person who is a beneficial owner (as defined in
       Rule 13d-3 or any successor rule or regulation promulgated under the
       Exchange Act), directly or indirectly, of Voting Stock, or rights to
       acquire Voting Stock, or of securities convertible into Voting Stock, as
       applicable. If a Person owns rights to acquire Voting Stock, that
       Person's beneficial ownership shall be determined pursuant to paragraph
       (d) of Rule 13d-3 or any successor rule or regulation promulgated under
       the Exchange Act.

2.5    CAUSE or "for Cause" or "for cause" has the meaning set forth in the
       Employment Agreement.

2.6    A CHANGE OF CONTROL shall be deemed to have occurred if any of the
       following events occurs after the Effective Date:

       (a) An Acquisition Report is filed with the Commission disclosing that
           any Person is the Beneficial Owner of 20 percent or more of the
           outstanding Voting Stock. The previous sentence shall not apply if
           (1) such Person is (A) the Company, one of its subsidiaries, or any
           employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or
           (2) the transaction or transactions that are the subject of such
           Acquisition Report were approved by a vote of at least two-thirds of
           the directors of the Company who were directors of the Company
           immediately prior to the first such transaction.

       (b) Any Person purchases securities pursuant to a tender offer or
           exchange offer to acquire any Voting Stock (or any securities
           convertible into Voting Stock) and, immediately after consummation of
           that purchase, that Person is the Beneficial Owner of 20 percent or
           more of the outstanding Voting Stock. The previous sentence shall not
           apply if (1) such Person is (A) the Company, one of its subsidiaries,
           or any employee benefit plan sponsored by either, or (B) Eric J.
           Pulaski, or (2) such purchase was approved by a vote of at least
           two-thirds of the directors of the Company who were of the Company
           immediately prior to such purchase.

       (c) The consummation of a Merger Transaction if (a) the Company is not
           the surviving entity or (b) as a result of the Merger Transaction, 50
           percent or less of the combined voting power of the then-outstanding
           securities of the other party to the Merger Transaction, immediately
           after the Change of Control Date, are held in the aggregate by the
           holders of Voting Stock immediately prior to the Change of Control
           Date.

       (d) The consummation of a Sale Transaction.

       (e) The consummation of a transaction, immediately after which any Person
           would be the Beneficial Owner, directly or indirectly, of more than
           50 percent of the outstanding Voting Stock.

       (f) The stockholders of the Company approve the dissolution of the
           Company.

       (g) During any period of 12 consecutive months, the individuals who at
           the beginning of that period constituted the Board of


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Change of Control Agreement                            EXECUTIVE:
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           Directors shall cease to constitute a majority of the Board of
           Directors. The previous sentence will not apply if the election,
           or the nomination for election by the Company's stockholders, of each
           director of the Company first elected during such period was approved
           by a vote of at least two-thirds of the directors of the Company then
           still in office who were directors of the Company at the beginning of
           any such period.

2.7    CHANGE OF CONTROL DATE means the date of an event constituting a Change
       of Control. In the case of a Merger Transaction or a Sale Transaction
       constituting a Change of Control, the Change of Control Date shall be the
       effective date of such transaction.

2.8    CODE means the Internal Revenue Code of 1986, as amended from time to
       time, or any successor statute.

2.9    COMMISSION means the Securities and Exchange Commission or any successor
       agency.

2.10   DAY, in upper or lower case, means a calendar day unless otherwise
       specified.

2.11   EMPLOYMENT AGREEMENT has the meaning set forth in the preamble of this
       Agreement.

2.12   EXCHANGE ACT means the U.S. Securities Exchange Act of 1934, as amended
       from time to time, or any successor statute.

2.13   EXCISE TAX - see Section 4.

2.14   EXCISE TAX APPLICABILITY DETERMINATION -- see Section 4.1.

2.15   GOOD REASON has the meaning set forth in the Employment Agreement.

2.16   IN CONNECTION WITH a Change of Control, when used in relation to a
       specified event, means that the event occurs during the period beginning
       30 days prior to the execution by the Company of one or more agreements
       to engage in one or more transactions which, in the aggregate, constitute
       a Change of Control and ending on the date one (1) year after the Change
       of Control Date.

2.17   MERGER TRANSACTION means a merger, consolidation or reorganization of the
       Company with or into any other person or entity.

2.18   OVERPAYMENT - see Section 4.

2.19   PAYMENT - see Section 4.

2.20   PERSON means a person within the meaning of Section 13(d) or Section
       14(d)(2) or any successor rule or regulation promulgated under the
       Exchange Act.

2.21   REDUCED AMOUNT - see Section 4.

2.22   SALE TRANSACTION means a sale, lease, exchange or other transfer of all
       or substantially all the assets of the Company and its consolidated
       subsidiaries to any other person.

2.23   SPECIAL SEVERANCE BENEFITS - see Section 3.2.

2.24   SPECIAL SEVERANCE PAYMENT - see Section 3.2.

2.25   UNDERPAYMENT - see Section 4.


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Change of Control Agreement                            EXECUTIVE:
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2.26   VOTING STOCK means shares of capital stock of the Company the holders of
       which are entitled to vote for the election of directors, but excluding
       shares entitled to so vote only upon the occurrence of a contingency
       unless that contingency shall have occurred.

3.     ACTIONS UPON CHANGE OF CONTROL. This Section 3 shall apply if a Change of
       Control occurs.

3.1    Vesting of Stock Options / Stock Awards. Effective upon the Change of
       Control Date, all unvested portions of the Executive's stock options,
       restricted stock or other awards made or granted to the Executive under
       any Stock Agreement shall automatically, immediately, and fully vest.

3.2    Special Severance Benefits.

       (a) If, during the specific time periods listed in subparagraph (b), the
           Employment is terminated by any of the specific events listed there,
           then the Executive will be entitled to the following benefits
           ("SPECIAL SEVERANCE BENEFITS"):

           (1) all benefits, if any, that would be provided under the Employment
               Agreement in the event of a termination of the Employment without
               Cause by the Company, with any Severance Payment required by the
               Employment Agreement being paid as provided in subparagraph (c)
               below instead of as provided in the Employment Agreement;

           (2) a special severance payment ("SPECIAL SEVERANCE PAYMENT") equal
               to one-half (1/2) of the Executive's [annual] Base Salary;

           (3) the insurance-related benefits required by the Employment
               Agreement, if any, to be provided by the Company in the event of
               a termination without Cause, for an additional six (6) months
               after the end of the time that such benefits are required to be
               provided under the Employment Agreement; and

           (4) from and after the Termination Date until 5 pm Houston time on
               the date one (1) year after the Termination Date, the Executive
               will be entitled to exercise any vested, unexpired, and
               previously-unexercised options to purchase the Company's stock.

       (b) The specific termination events and time periods in which the
           Executive will be entitled to the Special Severance Benefits are as
           follows:

           (1) the Executive's Employment is terminated by the Company, for any
               reason other than Cause, In Connection With a Change of Control;

           (2) the Executive Resigns for Good Reason In Connection With a Change
               of Control;

           (3) after a Change of Control, the Executive dies, while still
               employed by the Company, at any time during the period beginning
               on the Change of Control Date and ending at 5 pm Houston time on
               the date one (1) year after the Change of Control Date.


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Change of Control Agreement                            EXECUTIVE:
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       (c) The Special Severance Payment and the Severance Payment required by
           the Employment Agreement, if any, shall be made to the Executive, in
           cash or immediately-available funds, in a lump sum within 30 days
           following the Termination Date, notwithstanding the provisions of the
           Employment Agreement for payment of the Severance Payment in
           installments.

       (d) Payments pursuant to this Agreement shall not be deemed to constitute
           continued employment beyond the Termination Date.

       (e) As a condition to providing the Executive with the Special Severance
           Benefits, the Company, in its sole discretion, may require the
           Executive to first execute a release in the form prescribed by the
           Employment Agreement.

4.     CERTAIN REDUCTIONS OF PAYMENTS. The provisions of this Section 4 shall
       apply, anything in this Agreement to the contrary notwithstanding, in the
       event that a determination is made that any payment or distribution by
       the Company to or for the benefit of the Executive (or portion thereof),
       whether paid or payable or distributed or distributable pursuant to the
       terms of this Agreement or otherwise (a "PAYMENT"), would be (i) subject
       to the excise tax imposed by Section 4999 of the Code or any interest or
       penalties with respect to such excise tax (such excise tax, together with
       any such interest and penalties, are hereinafter collectively referred to
       as the "EXCISE TAX") and/or (ii) nondeductible to the Company. Such
       determination by the Accounting Firm is referred to as an "EXCISE TAX
       APPLICABILITY DETERMINATION."

4.1    Determination of Excise Tax Applicability. Subject to the provisions of
       this Section 4, all determinations required to be made hereunder shall be
       made by the Accounting Firm, at the sole expense of the Company. The
       Accounting Firm shall provide detailed supporting calculations both to
       the Company and the Executive within 15 business days of the Termination
       Date or such earlier time as is requested by the Company. If the
       Accounting Firm determines that no Excise Tax is payable by the
       Executive, the Accounting Firm shall furnish the Executive with an
       opinion that he has substantial authority not to report any Excise Tax on
       his federal income tax return. Any determination by the Accounting Firm
       shall be binding upon the Company and the Executive for purposes of this
       Section 4.

4.2    Reduction of Payments: If the Accounting Firm makes an Excise Tax
       Applicability Determination, then the aggregate present value of all
       Payments shall be reduced to an amount expressed in present value which
       maximizes the aggregate present value of the Payments without causing
       either (i) an Excise Tax to be due on any Payment or portion thereof, or
       (ii) any Payment or portion thereof to be nondeductible to the Company.

       (a) The Executive shall determine which and how much of the Payments
           shall be eliminated or reduced consistent with the requirements of
           this Section 4.2. If, however, the Executive does not make such
           determination within ten business days of the receipt of supporting
           calculations made by the Accounting Firm pursuant to Section 4.1,
           then the Company shall elect which and how much of the Payments shall
           be eliminated or reduced consistent with the requirements of this
           Section 4.2 and shall notify the Executive promptly of such election.
           Within five business days thereafter, the Company shall pay to or
           distribute to or for the benefit of the Executive such amounts as are
           then due to the Executive hereunder.


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Change of Control Agreement                            EXECUTIVE:
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       (b) As a result of possible uncertainty in the application of the
           relevant provisions of the Code at the time of the initial
           determination by the Accounting Firm hereunder, it is possible that
           Payments will have been made by the Company which should not have
           been made ("OVERPAYMENT") or that additional Payments which will not
           have been made by the Company could have been made ("Underpayment"),
           in each case, consistent with the calculations required to be made
           hereunder.

           (1) (A) In the event that the Accounting Firm, based upon the
               assertion of a deficiency by the Internal Revenue Service against
               the Executive which the Accounting Firm believes has a high
               probability of success, determines that an Overpayment has been
               made, then any such Overpayment shall be treated for all purposes
               as a loan ab initio to the Executive. The Executive shall repay
               such loan to the Company together with interest at the applicable
               federal rate provided for in Section 1274(d) of the Code. (B) No
               such loan shall be deemed to have been made, however, and no
               amount shall be payable by the Executive to the Company, if and
               to the extent that such deemed loan and payment would not either
               (i) reduce the amount on which the Executive is subject to tax
               under Section 1 and Section 4999 of the Code, or (ii) generate a
               refund of such taxes.

           (2) If the Accounting Firm, based upon controlling precedent or other
               substantial authority, determines that an Underpayment has
               occurred, then any such Underpayment shall be promptly paid by
               the Company to or for the benefit of the Executive together with
               interest at the applicable federal rate provided for in Section
               1274(d) of the Code.

5.     NO MITIGATION. The Executive shall not be required to mitigate the amount
       of any payment which is payable by the Company to the Executive
       hereunder. Any remuneration received by the Executive from a third party
       following termination of the Employment shall not apply to reduce the
       Company's obligations to make payments hereunder.

6.     SUCCESSORS. The Company shall require any successor (whether direct or
       indirect, by purchase, merger, consolidation or otherwise) to all or
       substantially all of the business and/or assets of the Company to assume
       expressly and agree to perform this Agreement. By way of example and not
       of limitation, any breach of the Company's obligations in the previous
       sentence shall constitute a material breach of this Agreement. As used in
       this Agreement, "Company" shall mean the Company as hereinbefore defined
       and any successors or assigns to its business and/or assets as aforesaid
       which assumes and agrees to perform this Agreement by operation of law,
       or otherwise.

7.     EFFECT OF AGREEMENT ON OTHER RIGHTS.

7.1    This Agreement shall not diminish other rights which the Executive (or
       his estate, survivors or heirs) may have under any other agreement,
       contract, employee benefit plan or policy of the Company except as
       expressly provided in this Agreement.

7.2    Nothing in this Agreement shall be deemed (i) to constitute an employment
       contract, express or implied, nor (ii) to impose any obligation on the
       Company or any affiliate thereof to employ the Executive at all or on any
       particular terms, nor (iv) to impose any obligation on the Executive to
       work


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Change of Control Agreement                            EXECUTIVE:
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       for the Company or any affiliate thereof, nor (v) to limit the right of
       the Company to terminate the Executive's employment for any reason, with
       or without cause, nor (vi) to limit the Executive's right to resign from
       Employment.

8.     ARBITRATION. Any dispute arising out of or relating to this Agreement or
       its validity, enforceability, or breach will be arbitrated in accordance
       with the arbitration provisions of the Employment Agreement.

9.     OTHER PROVISIONS.

9.1    This Agreement shall inure to the benefit of and be binding upon (i) the
       Company and its successors and assigns and (ii) the Executive and the
       Executive's heirs and legal representatives.

9.2    All notices and statements with respect to this Agreement shall be made
       or delivered as set forth in the Employment Agreement.

9.3    If the Executive Resigns for Good Reason because of (i) the Company's
       failure to pay the Executive on a timely basis the amounts to which he is
       entitled under this Agreement or (ii) any other breach of this Agreement
       by Company, then the Company shall pay all amounts and damages to which
       the Executive may be entitled as a result of such failure or breach,
       including interest thereon at the maximum non-usurious rate and all
       reasonable legal fees and expenses and other costs incurred by the
       Executive to enforce the Executive's rights hereunder.

9.4    This Agreement sets forth the entire present agreement of the parties
       concerning the subjects covered herein; there are no promises,
       understandings, representations, or warranties of any kind concerning
       those subjects except as expressly set forth in this Agreement.

9.5    Any modification of this Agreement must be in writing and signed by all
       parties; any attempt to modify this Agreement, orally or in writing, not
       executed by all parties will be void.

9.6    If any provision of this Agreement, or its application to anyone or under
       any circumstances, is adjudicated to be invalid or unenforceable in any
       jurisdiction, such invalidity or unenforceability will not affect any
       other provision or application of this Agreement which can be given
       effect without the invalid or unenforceable provision or application and
       will not invalidate or render unenforceable such provision or application
       in any other jurisdiction.

9.7    This Agreement will be governed and interpreted under the laws of the
       United States of America and of the State of Texas law as applied to
       contracts made and carried out in entirely Texas by residents of that
       State.

9.8    No failure on the part of any party to enforce any provisions of this
       Agreement will act as a waiver of the right to enforce that provision.

9.9    Termination of the Employment, with or without Cause, will not affect the
       continued enforceability of this Agreement.

9.10   Section headings are for convenience only and shall not define or limit
       the provisions of this Agreement.


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Change of Control Agreement                            EXECUTIVE:
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9.11   This Agreement may be executed in several counterparts, each of which is
       an original. It shall not be necessary in making proof of this Agreement
       or any counterpart hereof to produce or account for any of the other
       counterparts. A copy of this Agreement manually signed by one party and
       transmitted to the other party by FAX or in image form via email shall be
       deemed to have been executed and delivered by the signing party as though
       an original. A photocopy of this Agreement shall be effective as an
       original for all purposes.


THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES,
WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing
this Agreement, the Executive acknowledges that the Executive (1) has read and
understood the entire Agreement; (2) has received a copy of it (3) has had the
opportunity to ask questions and consult counsel or other advisors about its
terms; and (4) agrees to be bound by it. Executed to be effective as of December
30, 2002 (the "EFFECTIVE DATE").

BINDVIEW CORPORATION, BY:                           EXECUTIVE:


---------------------------                         ---------------------------
Eric J. Pulaski, President                          Signature
and Chief Executive Officer


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