QUEST SOFTWARE, INC.

EXECUTIVE INCENTIVE PLAN

Section 1 - Purposes.

This Quest Software, Inc. Executive Incentive Plan (the ?Plan?) provides for incentive compensation to those key officers and employees of Quest Software, Inc. (?Quest?) or any affiliated entity included in Quest?s consolidated financial statements (collectively, the ?Company?), who, from time to time may be selected for participation. The Plan is intended to provide incentives and rewards for the contributions of such employees toward the successful achievement of the Company?s financial and business goals established for the applicable performance period. The Company?s policy is to have a significant portion of a participant?s total compensation tied to the Company?s performance. Except as provided in Section 18, payments pursuant to the Plan are intended to qualify as ?performance-based compensation? within the meaning of Section 162(m) of the Internal Revenue Code (?Section 162(m)?).

Section 2 ? Administration.

The Plan shall be administered by the committee (the ?Committee?) of the Board of Directors of Quest that has been designated to administer programs intended to qualify as ?performance-based compensation? within the meaning of Section 162(m). The Committee shall have authority to: (a) select eligible individuals who are to participate in the Plan for a specified performance period; (b) establish the specific performance objectives that must be achieved for each performance period at one or more designated levels (threshold, above-threshold, target and above-target) for bonuses or awards to be earned under the Plan for that performance period; (c) set the bonus or other award potential for each participant at each designated level of performance; (d) certify the amount of the actual bonus or other award that is earned; (e) make rules and adopt administrative procedures in connection with the Plan; (f) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (g) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry the Plan into effect. The Committee shall have discretion to provide for situations or conditions not specifically provided for herein consistent with the purposes of the Plan. The Committee shall determine the beginning and ending dates for each performance period. Unless otherwise determined by the Committee, the performance period shall correspond to Quest?s fiscal year. Notwithstanding any other provision of the Plan to the contrary, other than Section 18, the Plan shall be administered and its provisions interpreted so that payments pursuant to the Plan qualify as ?performance-based compensation? within the meaning of Section 162(m). Determinations by the Committee shall be final and binding on the Company and all participants.

Section 3 ? Selection of Participants.

The executive officers of the Company as well as those other key employees of the Company who, in the opinion of the Committee, may make comparable contributions to the Company shall be eligible to participate in the Plan. Each performance period, the Committee may designate from among those employees who are eligible to participate in the Plan those employees who shall participate in the Plan for such performance period. Other than as specified in Section 18, in the event an individual is selected to participate in the Plan, such individual shall not also participate in another bonus or other compensation plan, if the participation in such other plan would result in the Plan not satisfying the conditions for ?performance-based compensation? within the meaning of Section 162(m).

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