Quest Software (QSFT)

Profit Sharing Plan

In October 2008, our senior management adopted the 2008 Managing for Results (“MFR”) Profit Sharing Plan, which is intended to reward and recognize key management and individual contributors capable of affecting the long-term growth, profitability, and major market successes of the global corporation. The participating employees will be awarded performance plan unit(s) that are payable at the discretion of the Compensation Committee of our Board of Directors in either restricted stock units (RSU’s) or cash upon the achievement of certain performance objectives and service requirements. For 2008, we expect to award RSU’s, so the awards are considered equity awards. If earned, the number of RSU’s awarded will be based on the volume weighted average price of our stock for the performance period, which is the twelve month period ended December 31, 2008. These awards, if earned, will then be subject to a three-year quarterly vesting schedule. Eligible employees must maintain active employment status on each quarterly vesting date to maintain eligibility to receive an award. Any RSU’s granted under the profit sharing plan will be granted pursuant to the terms of our 2008 Stock Incentive Plan described below. We recorded share-based compensation expense of $0.6 million in the fourth quarter of 2008 for MFR awards made in October 2008. As of December 31, 2008, total unrecognized share-based compensation expense related to these unvested awards was $8.5 million, which is expected to be recognized over a period of three years.