X0202 4 2005-06-03 0 0001061646 BINDVIEW DEVELOPMENT CORP BVEW 0001209911 LLOYD DAVID E 0 1 0 0 VP of Int'l Sales & Field Ops Common Stock 2005-06-03 4 A 0 25000 0 A 25000 D Option to Buy 3.05 2005-06-03 4 A 0 35000 0 A 2006-06-03 2015-06-03 Common Stock 35000 35000 D The shares will vest 100% on the fifth anniversary of the Grant Date. This option shall vest and become exercisable over four years as follows: 1-year "cliff": 1/4 of the shares on the first anniversary of the Grant Date; and quarterly vesting thereafter: 1/16 of the shares every third month after the first anniversary of the Grant Date, on the same day of such third month as the day of the month of the Grant Date, until the option is fully vested. D. C. Toedt III, by power of attorney 2005-06-07