Table of Contents

Delaware		7372		22-3447504
(State of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Philip J. Niehoff, Esq.		William J. Whelan, III, Esq.
John R. Sagan, Esq.		LizabethAnn R. Eisen, Esq.
Mayer, Brown, Rowe & Maw LLP		Cravath, Swaine & Moore LLP
71 South Wacker Drive		825 Eighth Avenue
Chicago, Illinois 60606		New York, New York 10019
(312) 782-0600		(212) 474-1000

Title of Each Class of		Proposed Maximum		Amount of
Securities to Be Registered		Aggregate Offering Price		Registration Fee(1)
Common Stock, par value $0.01 per share		$150,000,000		$16,050

(1)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933.

---

Table of Contents

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Underwriting

Proceeds to

Price to

Discounts and

Proceeds to

Selling

Public

Commissions

CommVault

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.

	Thomas Weisel Partners LLC

	RBC Capital Markets

	C.E. Unterberg, Towbin

---

Table of Contents

---

 

		Page
Prospectus Summary			1
Risk Factors			11
Forward-Looking Statements			25
Use of Proceeds			26
Dividend Policy			26
Capitalization			27
Dilution			30
Selected Financial Data			32
Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Business			48
Management			61
The Concurrent Private Placement			71
Principal and Selling Stockholders			72
Certain Relationships and Related Party Transactions			75
Description of Capital Stock			77
Shares Eligible for Future Sale			82
Certain United States Federal Tax Considerations to Non-U.S. Holders			85
Underwriting			88
Legal Matters			95
Experts			96
Where You Can Find More Information			96
Index to Consolidated Financial Statements and Schedule			F-1
EX-10.5: EMPLOYMENT AGREEMENT
EX-10.6: EMPLOYMENT AGREEMENT
EX-10.7: FORM OF CORPORATION CHANGE OF CONTROL AGREEMENT
EX-10.8: FORM OF CORPORATE CHANGE OF CONTROL AGREEMENT
EX-10.9: FORM OF IMDEMNITY AGREEMENT
EX-21.1: LIST OF SUBSIDIARIES
EX-23.1: CONSENT OF ERNST & YOUNG LLP

i

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

	•	the unpredictability of the timing and magnitude of orders for our software applications — during the year ended March 31, 2005 and the nine months ended December 31, 2005, a majority of our quarterly revenues was earned and recorded near the end of each quarter;
	•	the possibility that our customers may cancel, defer or limit purchases as a result of reduced information technology budgets;
	•	the possibility that our customers may defer purchases of our software applications in anticipation of new software applications or updates from us or our competitors;
	•	the ability of our original equipment manufacturers and resellers to meet their sales objectives;
	•	market acceptance of our new applications and enhancements;
	•	our ability to control expenses;
	•	changes in our pricing and distribution terms or those of our competitors;
	•	the demands on our management, sales force and services infrastructure as a result of the introduction of new software applications or updates; and
	•	the possibility that our business will be adversely affected as a result of the threat of terrorism or military actions taken by the United States or its allies.

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

	•	our customers’ budgetary constraints;
	•	the timing of our customers’ budget cycles and approval processes;
	•	our customers’ willingness to replace their current software solutions;
	•	our need to educate potential customers about the uses and benefits of our products and services; and
	•	the timing of the expiration of our customers’ current license agreements or outsourcing agreements for similar services.

15

---

Table of Contents

	•	continuing to retain, motivate and manage our existing employees and attract and integrate new employees;
	•	continuing to provide a high level of services to an increasing number of customers;
	•	maintaining the quality of product and services offerings while controlling our expenses;
	•	developing new sales channels that broaden the distribution of our software applications and services; and
	•	developing, implementing and improving our operational, financial, accounting and other internal systems and controls on a timely basis.

16

---

Table of Contents

	•	competitive pricing pressure on the rates that we can charge for our services;
	•	the complexity of our customers’ information technology environments and the existence of multiple non-integrated legacy databases;
	•	the resources directed by our customers to their implementation projects; and
	•	the extent to which outside consulting organizations provide services directly to customers.

	•	difficulties in staffing and managing our international operations;
	•	foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls;
	•	general economic conditions in the countries in which we operate, including seasonal reductions in business activity in the summer months in Europe and in other periods in other countries, could have an adverse effect on our earnings from operations in those countries;
	•	imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements may occur, including those pertaining to export duties and quotas, trade and employment restrictions;
	•	longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;
	•	competition from local suppliers;
	•	costs and delays associated with developing software in multiple languages; and
	•	political unrest, war or acts of terrorism.

17

---

Table of Contents

18

---

Table of Contents

	•	patents;
	•	copyright and trademark laws;
	•	trade secrets;
	•	confidentiality procedures; and
	•	contractual provisions.

19

---

Table of Contents

	•	diversion of management’s attention during the acquisition and integration process;
	•	costs, delays and difficulties of integrating the acquired company’s operations, technologies and personnel into our existing operations and organization;
	•	adverse impact on earnings as a result of amortizing the acquired company’s intangible assets or impairment charges related to write-downs of goodwill related to acquisitions;
	•	issuances of equity securities to pay for acquisitions, which may be dilutive to existing stockholders;

20

---

Table of Contents

	•	potential loss of customers or key employees of acquired companies;
	•	impact on our financial condition due to the timing of the acquisition or our failure to meet operating expectations for acquired businesses; and
	•	assumption of unknown liabilities of the acquired company.

21

---

Table of Contents

	•	variations in our quarterly or annual operating results;
	•	changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by securities analysts following our business;
	•	the public’s response to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;
	•	changes in accounting standards, policies, guidance or interpretations or principles;
	•	sales of common stock by our directors, officers and significant stockholders;
	•	announcements of technological innovations or enhanced or new products by us or our competitors;
	•	our failure to achieve operating results consistent with securities analysts’ projections;
	•	the operating and stock price performance of other companies that investors may deem comparable to us;
	•	broad market and industry factors; and
	•	other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

22

---

Table of Contents

	•	our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval;
	•	a classified board in which only a third of the total board members will be elected at each annual stockholder meeting;

23

---

Table of Contents

	•	advance notice requirements for stockholder proposals and nominations; and
	•	limitations on convening stockholder meetings.

24

---

Table of Contents

25

---

Table of Contents

26

---

Table of Contents

	•	on an actual basis;
	•	on a pro forma basis after giving effect to each of the following events as if each had occurred at December 31, 2005:

	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock upon the closing of this offering;
	•	the payment of $           million in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock upon the completion of this offering (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

	•	on a pro forma as adjusted basis after giving effect to our receipt of the net proceeds from our sale of                      shares of common stock in this offering at an assumed public offering price of $           (the midpoint of the estimated price range shown on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as if it had occurred at December 31, 2005.

27

---

Table of Contents

				As of December 31, 2005
												Pro Forma As
				Actual				Pro Forma				Adjusted(1)
				(In thousands, except share and
				per share amounts)
Cash and cash equivalents				$	43,256			$				$
Total current liabilities				$	40,072			$				$
Long-term debt:
	Term loan, less current portion			$	—			$				$
Cumulative redeemable convertible preferred stock, $0.01 par value per share, authorized in Series A, B, C, D and E: 7,000,000 total shares authorized, 3,166,254 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					97,773				—				—
Stockholders’ deficit:
Convertible preferred stock, $0.01 par value per share, authorized in Series AA, BB and CC: 22,150,000 total shares authorized, 19,251,820 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					94,352				—				—
Preferred stock, $0.01 par value per share, no shares authorized, issued or outstanding, actual or pro forma;         shares authorized, no shares issued or outstanding, pro forma as adjusted					—				—				—
Common stock, par value $0.01 per share,            shares authorized,            shares issued and outstanding, actual;            shares authorized,            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted					377
Additional paid-in capital					—
Deferred compensation					(859	)
Accumulated deficit					(170,140	)
Accumulated other comprehensive loss					297
	Total stockholders’ deficit				(75,973	)
		Total capitalization		$	21,800			$				$

(1)

A $1.00 increase in the assumed initial public offering price of $           per share would increase each of cash and cash equivalents, additional paid-in capital and total capitalization by $           million and would decrease borrowings under our new term loan and total stockholders’ deficit by $           million and $           million, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $           per share would decrease each of cash and cash equivalents, additional paid-in capital and total capitalization by $           million and would increase

28

---

Table of Contents

	borrowings under our new term loan and total stockholders’ deficit by $           million and $           million, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Share information above excludes:

	•	shares of common stock available for issuance under our 1996 Stock Option Plan, including                      shares of common stock issuable upon exercise of outstanding stock options as of                     , 2006 at a weighted average exercise price of $           per share;
	•	shares of common stock issuable upon exercise of a warrant held by Dell Ventures, L.P. at an exercise price of $           per share; and
	•	shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

29

---

Table of Contents

	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock;
	•	the payment of $           million in cash in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

Assumed initial public offering price per share					$
	Pro forma net tangible book value as of December 31, 2005		$
	Increase per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors					$

30

---

Table of Contents

			Shares Purchased								Total Consideration								Average
																			Price per
			Number				Percent				Amount				Percent				Share
			(In thousands, except share and per share data)
Existing stockholders									%		$						%		$
New investors
	Total							100.0	%		$					100.0	%		$

	•	shares of common stock available for issuance under our 1996 Stock Option Plan, including                      shares of common stock issuable upon exercise of outstanding stock options as of                     , 2006 at a weighted average exercise price of $           per share;
	•	shares of common stock issuable upon exercise of a warrant held by Dell Ventures, L.P. at an exercise price of $           per share; and
	•	shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

31

---

Table of Contents

32

---

Table of Contents

																									For the Nine Months
					For the Year Ended March 31,																				Ended December 31,
					2001				2002				2003				2004				2005				2004				2005
					(In thousands, except per share data)
Statement of Operations Data:
Revenues:
	Software:
		QiNetix			$	8,505			$	17,460			$	29,485			$	39,474			$	49,598			$	35,317			$	47,335
		Vault 98				2,484				314				—				—				—				—				—
			Total software			10,989				17,774				29,485				39,474				49,598				35,317				47,335
	Services					11,785				11,677				14,840				21,772				33,031				23,702				33,351
	Hardware, supplies and other					5,240				1,397				94				—				—				—				—
			Total revenues			28,014				30,848				44,419				61,246				82,629				59,019				80,686
Cost of revenues:
	QiNetix software					334				255				932				1,168				1,497				1,172				1,316
	Vault 98 software					9				1				—				—				—				—				—
	Services					6,454				6,449				6,095				8,049				9,975				7,328				9,278
	Hardware, supplies and other					3,385				1,146				72				—				—				—				—
			Total cost of revenues			10,182				7,851				7,099				9,217				11,472				8,500				10,594
Gross margin						17,832				22,997				37,320				52,029				71,157				50,519				70,092
Operating expenses:
	Sales and marketing					23,375				27,352				29,842				37,592				43,248				31,475				37,185
	Research and development					13,215				15,867				16,153				16,214				17,239				12,596				13,945
	General and administrative					6,261				6,291				6,332				8,599				8,955				6,739				8,895
	Depreciation and amortization					3,029				3,021				1,752				1,396				1,390				999				1,153
	Goodwill impairment					—				1,194				—				—				—				—				—
Income (loss) from operations						(28,048	)			(30,728	)			(16,759	)			(11,772	)			325				(1,290	)			8,914
Interest expense						(59	)			(22	)			—				(60	)			(14	)			(12	)			(7	)
Other income						19				—				—				—				—				—				—
Interest income						1,430				631				297				134				346				218				812
Income (loss) before income taxes						(26,658	)			(30,119	)			(16,462	)			(11,698	)			657				(1,084	)			9,719
Income tax (expense) benefit						455				232				52				—				(174	)			(64	)			(636	)
Net income (loss)						(26,203	)			(29,887	)			(16,410	)			(11,698	)			483				(1,148	)			9,083
Less: accretion of preferred stock dividends						(5,652	)			(5,661	)			(5,661	)			(5,676	)			(5,661	)			(4,265	)			(4,265	)
Net income (loss) attributable to common stockholders					$	(31,855	)		$	(35,548	)		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Net income (loss) attributable to common stockholders per share:
	Basic				$	(0.91	)		$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
	Diluted				$	(0.91	)		$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
Weighted average shares used in computing per share amounts:
	Basic					35,193				36,224				36,741				37,201				37,424				37,363				37,628
	Diluted					35,193				36,224				36,741				37,201				37,424				37,363				70,412

			As of March 31,																				As of December 31,
			2001				2002				2003				2004				2005				2004				2005
			(In thousands)
Balance Sheet Data:
Cash and cash equivalents			$	32,459			$	27,704			$	7,611			$	22,958			$	24,795			$	23,337			$	43,256
Working capital				25,586				20,626				5,633				13,164				13,441				11,902				21,648
Total assets				44,337				37,802				26,489				41,779				47,513				43,527				64,754
Cumulative redeemable convertible preferred stock:
	Series A through E, at liquidation value			70,847				76,508				82,170				87,846				93,507				92,112				97,773
Total stockholders’ deficit				(39,418	)			(53,554	)			(75,561	)			(75,910	)			(81,010	)			(81,374	)			(75,973	)

33

---

Table of Contents

	History and Background

34

---

Table of Contents

	Sources of Revenues

	Description of Costs and Expenses

	•	Cost of Software Revenue, consists primarily of third party royalties and other costs such as media, manuals, translation and distribution costs;
	•	Cost of Services Revenue, consists primarily of salary and employee benefit costs in providing customer support and other professional services; and
	•	Cost of Hardware, Supplies and Other Revenue, consists primarily of third party costs related to the procurement of products for resale to our customers. We substantially completed the phase out of our sales of third party hardware in September 2001.

	•	Sales and Marketing, consists primarily of salaries, commissions, employee benefits and other direct and indirect business expenses, including travel related expenses, sales promotion expenses, public relations expenses and costs for marketing materials and other marketing events (such as trade shows and advertising);
	•	Research and Development, which is primarily the expense of developing new software applications and modifying existing software applications, consists principally of salaries and benefits for research and development personnel and related expenses; contract labor expense and consulting fees as well as other expenses associated with the design, certification and testing of our software applications; and legal costs associated with the patent registration of such software applications;
	•	General and Administrative, consists primarily of salaries and benefits for our executive, accounting, human resources, legal, information systems and other administrative personnel. Also included in this category are other general corporate expenses, such as outside legal and accounting services and insurance; and
	•	Depreciation and Amortization, consists of depreciation expense primarily for computer equipment we use for information services and in our development and test labs.

35

---

Table of Contents

	Revenue Recognition

36

---

Table of Contents

	•	Persuasive evidence of an arrangement with the customer exists. It is our customary practice to have a purchase order and, in some cases, a written contract signed by both the customer and us, or other persuasive evidence that an arrangement exists prior to recognizing revenue on an arrangement.
	•	Delivery or performance has occurred. Our software applications are usually physically delivered to our customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered via e-mail. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, we do not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year.
	•	Vendor’s fee is fixed or determinable. The fee our customers pay for our software applications, customer support and other professional services is negotiated at the outset of an arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement.
	•	Collection is probable. We assess the probability of collection on a customer-by-customer basis. Each of our new customers undergoes a credit review process to evaluate the customer’s financial position and ability to pay. If we determine from the outset of an arrangement that collection is not probable based upon our review process, we recognize the revenue on a cash-collected basis.

	Stock-Based Compensation

37

---

Table of Contents

	•	the significant risks related to, and market acceptance associated with, our products;
	•	the difficulty of competing as a smaller private company in a market that has been historically dominated by larger public companies; and
	•	the preferential rights of the outstanding convertible preferred stock with respect to liquidation preferences, voting control and anti-dilution rights.

	Accounting for Income Taxes

	Software Development Costs

38

---

Table of Contents

																For the Nine Months
				For the Year Ended March 31,												Ended December 31,
				2003				2004				2005				2004				2005
Revenues:
	Software				66%				64%				60%				60%				59%
	Services				33				36				40				40				41
	Hardware, supplies and other				*				—				—				—				—
		Total revenues			100				100				100				100				100
Cost of revenues:
	Software				2				2				2				2				2
	Services				14				13				12				12				11
	Hardware, supplies and other				*				—				—				—				—
		Total cost of revenues			16				15				14				14				13
Gross margin					84%				85%				86%				86%				87%

*	Less than 1%.

	Nine months ended December 31, 2005 compared to nine months ended December 31, 2004

	Revenues

	Cost of Revenues

39

---

Table of Contents

	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

	Fiscal year ended March 31, 2005 compared to fiscal year ended March 31, 2004

	Revenues

40

---

Table of Contents

	Cost of Revenues

	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

41

---

Table of Contents

	Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003

	Revenues

	Cost of Revenues

	Operating Expenses

42

---

Table of Contents

	Interest Income

	Income Tax (Expense) Benefit

43

---

Table of Contents

			Preferred
Date of Financing			Stock Series				Amount
							(In millions)
May 1996				A			$	30.7
July 1997				B				5.2
December 1997				C				5.0
October 1998				D				3.0
March 1999				E				3.0
April 2000				AA				25.0
December 2000				BB				33.4
February 2002				CC				21.3
September 2003				CC				14.7
	Total						$	141.3

44

---

Table of Contents

	•	$14.85 per share, or $47.0 million in the aggregate; and
	•	accumulated and unpaid dividends of $1.788 per share per year since the date the shares of preferred stock were issued, or $           million in the aggregate, assuming that this offering closes on                     2006.

			Payments Due By March 31,
Contractual Obligations(1)			Total				2006				2007				2008				2009				2010				Thereafter
Operating leases			$	5,906			$	683			$	2,424			$	2,136			$	649			$	14			$	0
Equipment term loan				17				17				0				0				0				0				0
	Total		$	5,923			$	700			$	2,424			$	2,136			$	649			$	14			$	0

45

---

Table of Contents

(1)

In connection with this offering, we intend to enter into a new $20 million term loan pursuant to which we intend to borrow $           million on or immediately prior to the closing date of this offering. We estimate the payments under this term loan will be $           million in fiscal 2007, $           million in fiscal 2008 and $           million in fiscal 2009. The term loan will mature in fiscal 2009.

46

---

Table of Contents

	Interest Rate Risk

	Foreign Currency Risk

47

---

Table of Contents

•	high-performance data protection, including backup and recovery;
•	disaster recovery of data;
•	data migration and archiving;
•	global availability of data;
•	replication of data;
•	creation and management of copies of stored data;
•	storage resource discovery and usage tracking;
•	data classification; and
•	management and operational reports and troubleshooting tools.

	•	an indexing engine that systematically identifies and organizes all data, users and devices accessible to our software products;
	•	a cataloging engine that contains a global database describing the nature of all data, such as the users, applications and storage with which it is associated;
	•	a policy engine that enables customers to set rules to automate the management of data;
	•	a data movement engine that transports data using network communication protocols; and
	•	a media management engine that controls and catalogs disk, tape and optical storage devices, as well as the data written to them.

48

---

Table of Contents

49

---

Table of Contents

	•	Effective Management of Widely Distributed and Networked Data. Most existing data management software products were designed to manage local server-attached storage environments, and do not as easily or effectively manage data in today’s heterogeneous, widely distributed and tiered storage architectures.
	•	Ease of Data Management Application Integration. A number of vendors offering point products have attempted to address distributed and networked storage management requirements, but these disparate products are not easily integrated with other data management applications and can result in additional costs to the user, including storage infrastructure costs and higher implementation, training, administration, maintenance and support costs.
	•	Global Scalability. Data management solutions consisting of combinations of point products initially designed to address server-attached storage environments have underlying software architectures that are both cumbersome to deploy and more difficult to scale across networked storage and geographic boundaries.
	•	Centralized Data Management. Most data management solutions consisting of combinations of point products lack the ability to comprehensively manage all data management applications across the global enterprise from a single, unified point of control.
	•	Ability to Effectively Prioritize Stored Data Across Applications. Several existing solutions include combinations of point products that attempt to manage data based on its assigned priority in a tiered storage environment. However, these offerings lack a specifically designed tiered storage management architecture that can seamlessly integrate the classification, indexing and cataloging of data with features that enable user-defined policies and automated migration of data across a tiered storage environment.
	•	Lower Total Cost of Ownership. The inherent limitations of many data management software products can result in increased capital and operating costs. These costs are related to the increased use of storage hardware and media, additional infrastructure requirements (such as servers and storage network devices) and higher personnel costs, including implementation, training, administration, maintenance and support.

50

---

Table of Contents

	•	Dynamic Management of Widely Distributed and Networked Data. QiNetix is specifically designed to optimize management of data on tiered storage and widely distributed data environments, including SAN and NAS. Our architecture enables the creation of policies that automate the movement of data based on business goals for availability, recoverability and disaster tolerance. User-defined policies determine the storage media on which data should reside based on its assigned value.
	•	Unified Suite of Applications Built upon a Common Technology Engine. All QiNetix applications share common components of our underlying software code, which drives significant cost savings versus the point products or loosely integrated solutions offered by our competitors. In addition, we believe that each of the individual data management applications in our QiNetix suite delivers superior performance, functionality and total cost of ownership benefits. These solutions can be delivered to our customers either as part of our unified suite or as stand-alone applications. We also believe that our architecture will allow us to more rapidly introduce new applications that will enable us to expand beyond our current addressable market.
	•	Global Scalability and Seamless Centralized Data Management. Our software is highly scalable, enabling our customers to keep pace with the growth of data and technologies deployed in their enterprises. We use the same underlying software architecture for large global enterprise, small and medium sized business and government agency deployments. We offer a centralized, browser-based management console from which policies automatically move data according to users’ needs for data access, availability and cost objectives. With QiNetix, our customers can automate the discovery, management and monitoring of enterprise-wide storage resources and applications.
	•	State-of-the-Art Customer Support Services. We offer 24/7 global technical support. Our support operations center at our Oceanport, New Jersey headquarters is complemented by local support resources, including centers in Europe, Australia, India and China. Our worldwide customer support organization provides comprehensive local and remote customer care to effectively address issues in today’s complex storage networking infrastructures. Our customer support process includes the expertise of product development, field and customer support engineers. In addition, we incorporate into our software many self-diagnostic and troubleshooting capabilities and provide automated web-based support capabilities to our customers. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system.
	•	Superior Professional Services. We are committed to providing high-value, superior professional services to our customers. Our Global Professional Services group provides complete business solutions that complement our software sales and improve the overall user experience. Our end-to-end services include assessment and design, implementation, post-deployment and training services. These services help our customers improve the protection, disaster recovery, availability, security and regulatory compliance of their global data assets while minimizing the overall cost and complexity of their data infrastructures.

51

---

Table of Contents

	•	Lower Total Cost of Ownership. Our software solutions built on our QiNetix architecture enable our customers to realize compelling total cost of ownership benefits, including reduced capital costs, operating expenses and support costs.

	•	Extending our Technology Leadership, Product Breadth and Addressable Markets. We intend to use our technology base, internal development capabilities and strategic industry relationships to extend our technology leadership in providing software to manage globally distributed data. Specifically, we plan to continuously enhance existing software applications and introduce new data management software applications that address emerging data and storage management trends. In addition, we intend to build upon our existing technology foundation to introduce new software applications beyond the traditional data and storage management category, which may expand our addressable market.
	•	Enhancing and Expanding our Customer Support and Other Professional Services Offerings. We plan to continue investing in the people, partners, technologies, software and services enhancements necessary to provide our customers with the industry’s most comprehensive product support and professional services. We intend to continue creating and delivering innovative services offerings and product enhancements that result in faster deployment of our software, simpler system administration and rapid resolution of problems. We also intend to enhance our web-based support initiatives and broaden our global support infrastructure.
	•	Expanding Distribution Channels and Geographic Markets Served. We plan to continue investing in the expansion of our distribution channels, both geographically and across all enterprises. We intend to maintain and grow our direct sales force as well as our distribution relationships, including those with value-added resellers, corporate resellers, systems integrators and original equipment manufacturers. We have made significant investments to extend our global reach, such as establishing sales and support offices in China and a development and support office in India. We intend to continue making investments to extend our global reach and increase our distribution throughout the Americas, Europe, Australia and Asia.
	•	Broadening and Developing Strategic Relationships. We plan to broaden our distribution and technology partnerships to increase existing product sales and introduce new applications. Our unified platform simplifies integration with our partners’ solutions and the implementation of unique functionality to meet their needs. We also intend to broaden our existing relationships and develop new relationships with leading technology partners, including software application and infrastructure hardware vendors. We believe that these types of strategic relationships will allow us to package and distribute our data management software to our partners’ customers, increase sales of our software through joint-selling and marketing arrangements and increase our insight into future industry trends.

52

---

Table of Contents

QiNetix Suite of Data Management Applications		Functionality
• Galaxy Backup and Recovery		High-performance backup and restoration of enterprise data
• QuickRecovery		Recovery of files and applications by taking advantage of snapshot technologies
• ContinuousDataReplicator*		Continuous capture of changes to data and copying of those changes to a secondary location for disaster recovery and fast recovery of individual files
• DataMigrator		Active migration and archiving of data to less expensive secondary storage indexed for search and retrieval
• DataArchiver		Archiving and indexing of e-mail messages and attachments for compliance and legal discovery purposes
• Data Classification		Creation of a catalog of key attributes about primary data to enable intelligent, automated policy-based data movement and management
• StorageManager		Storage resource discovery and usage tracking of applications, files, organizations and individual users
• QNet		Consolidated management and reporting on data management service levels and data movement operations

	QiNetix Galaxy Backup and Recovery

	QiNetix QuickRecovery

	QiNetix ContinuousDataReplicator (beta only)

53

---

Table of Contents

	QiNetix DataMigrator

	QiNetix DataArchiver

	QiNetix Data Classification

	QiNetix StorageManager

	QiNetix QNet

54

---

Table of Contents

	•	Real-Time Support. Our support staff are available 24/7 by telephone to provide first response and manage the resolution of customer issues. In addition to phone support, our customers have access to an online product support database for help with troubleshooting and operational questions. Innovative use of web-based diagnostic tools provides problem analysis and resolution often without the need for onsite support personnel. Our software design is also an important element in our comprehensive customer support, including “root cause” problem analysis, intelligent alerting and troubleshooting assistance. Our software is directly linked to our online support database allowing customers to analyze problems without engaging our technical support personnel.
	•	Significant Network and Hardware Expertise. Our support engineers have extensive knowledge of complex applications, servers and networks. We proactively take ownership of the customer’s problem, regardless of whether the issue is directly related to our products or to those of another vendor. We have also developed and maintain a knowledge library of storage systems and software products to further enable our support organization to quickly and effectively resolve customer problems.
	•	Global Operations. We are enhancing our Oceanport, New Jersey support operations with a new state-of-the-art technical support center which will be operational in April 2006. We also have established key support operations in Hyderabad, India, Oberhausen, Germany and Shanghai, China, which are complemented by regional support centers in other worldwide locations. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system. We have designed our support infrastructure to be able to scale with the increasing globalization of our customers.

	•	Assessment and Design Services. Our assessment and design services assist customers in determining data and storage management requirements, designing solutions to meet those requirements and planning for successful implementation and deployment.
	•	Implementation and Post-deployment Services. Our professional services team helps customers efficiently configure, install and deploy our QiNetix suite based on specified business objectives.

55

---

Table of Contents

		Our SystemCare Review Services assist our customers with assessing the post-deployment operational performance of our QiNetix suite.
	•	Training Services. We provide global onsite and offsite training for our products. Packaged or customized customer training courses are available in instructor-led or computer-based formats. We offer in-depth training and certification for our resellers in pre- and post-sales support methodologies, including web access to customizable documentation and training materials.

56

---

Table of Contents

	•	one CommServe;
	•	one or more MediaAgents; and
	•	one or more iDataAgents.

	•	CommServe. The CommServe acts as the command and control center of the CommCell and handles all requests for activity between MediaAgent and iDataAgent components. The CommServe contains the centralized event and job managers and the index catalog. This database includes information about where data resides, such as the library, media and content of data. The centralized event manager logs all events, providing unified notification of important events. The job manager automates and monitors all jobs across the CommCell.
	•	MediaAgent. The MediaAgent is a media independent module that is responsible for managing the movement of data between the iDataAgents and the physical storage devices. Our MediaAgents communicate with a broad range of storage devices, generating an index for use by each of our QiNetix applications. The MediaAgent software supports most storage devices, including automated magnetic tape libraries, tape stackers and loaders, standalone tape drives and magnetic storage devices, magneto-optical libraries, virtual tape libraries, DVD-RAM and CD-RW devices.
	•	iDataAgent. The iDataAgent is a software module that resides on the server or other computing device and controls the data being protected, replicated, migrated or archived, often referred to simply as the “client” software. iDataAgents communicate with most open and network file systems and enterprise relational databases and applications, such as Microsoft Exchange, Microsoft SharePoint, Notes Domino Server, GroupWise, Oracle, Informix, Sybase, DB2 and SAP, to generate application aware indexes pertinent to granular recovery of application objects. The agent software contains the logic necessary to extract (or recover) data and send it to (or receive it from) the MediaAgent software.

57

---

Table of Contents

	•	CA (formerly known as Computer Associates International, Inc.);
	•	EMC;
	•	Hewlett-Packard;
	•	IBM; and
	•	Symantec.

58

---

Table of Contents

59

---

Table of Contents

60

---

Table of Contents

Name		Age				Position
N. Robert Hammer			63			Chairman, President and Chief Executive Officer
Alan G. Bunte			52			Executive Vice President and Chief Operating Officer
Louis F. Miceli			56			Vice President and Chief Financial Officer
Ron Miiller			38			Vice President of Sales, Americas
Anand Prahlad			38			Vice President, Product Development
Suresh P. Reddy			43			Vice President, Worldwide Technical Services & Support
David West			40			Vice President, Marketing and Business Development
Thomas Barry(1)(2)			48			Director
Frank J. Fanzilli, Jr.(3)			49			Director
Armando Geday			44			Director
Keith Geeslin(3)			52			Director
Edward A. Johnson			43			Director*
F. Robert Kurimsky(1)(2)			67			Director
Daniel Pulver(3)			37			Director
Gary B. Smith(2)			45			Director
David F. Walker(1)			52			Director

	*	Mr. Johnson will resign as a director immediately prior to the closing of the offering.

(1)	Member of the Audit Committee.
(2)	Member of the Nominations and Governance Committee.
(3)	Member of the Compensation Committee.

61

---

Table of Contents

62

---

Table of Contents

63

---

Table of Contents

64

---

Table of Contents

																		Long-Term
						Annual Compensation												Compensation Awards
														Other Annual				Securities Underlying
Name and Principal Position		Year				Salary				Bonus				Compensation(1)				Options
N. Robert Hammer			2005			$	348,076			$	116,500			$	83,427 (2	)
Chairman, President and Chief Executive Officer
Alan G. Bunte			2005				242,538				115,500
Executive Vice President and Chief Operating Officer
Louis F. Miceli			2005				239,654				100,500
Vice President and Chief Financial Officer
David West			2005				201,630				71,000
Vice President, Marketing and Business Development
Ron Miiller			2005				148,366				185,563
Vice President of Sales, Americas
Scott Mercer(3)			2005				221,676				71,625
Vice President, Europe, Middle East and Asia

(1)	Other than Mr. Hammer, none of our six most highly-compensated executive officers received other annual compensation exceeding $50,000 for the year ended March 31, 2005.
(2)	Mr. Hammer’s other annual compensation for the year ended March 31, 2005 included our payment of $37,667 for airfare for Mr. Hammer between his residence in Florida and our headquarters in Oceanport, New Jersey and $22,200 related to housing costs for the rental of an apartment for Mr. Hammer in New Jersey. No other item of Mr. Hammer’s other annual compensation individually exceeded 25% of Mr. Hammer’s total other annual compensation for the year ended March 31, 2005.
(3)	Mr. Mercer passed away in January 2006.

65

---

Table of Contents

66

---

Table of Contents

Individual Grants

Potential Realizable

Value at Assumed Annual

Number of

Percent of

Rates of Stock Price

Securities

Total Options

Appreciation for

Underlying

Granted to

Exercise

Option Term(2)

Options

Employees in

Price per

Expiration

Name

Granted

Fiscal Year(1)

Share

Date

5%

10%

N. Robert Hammer

%

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

(1)	Based on options to purchase an aggregate of            shares of common stock granted by us during the year ended March 31, 2005.
(2)	Potential realizable values are net of exercise price, but before the payment of taxes associated with exercise. Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of our future common stock prices. These amounts represent certain assumed rates of appreciation in the value of the common stock from the fair market value on the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock and overall stock market conditions. The amounts reflected in the table may not necessarily be achieved.
(3)	Mr. Mercer passed away in January 2006.

67

---

Table of Contents

Number of Securities

Value of Unexercised

Shares

Underlying Unexercised

In-the-Money Options

Acquired

Options at March 31, 2005

at March 31, 2005(2)

on

Value

Name

Exercise

Realized(1)

Exercisable

Unexercisable

Exercisable

Unexercisable

N. Robert Hammer

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

(1)	Based on the fair market value of our common stock on the date of exercise of the options, as determined by the board of directors, less the applicable exercise price per share, multiplied by the number of shares issued upon exercise of the option.
(2)	There was no public trading market for our common stock as of March 31, 2005. Accordingly, these values have been calculated on the basis of an assumed initial offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus), less the applicable exercise price per share, multiplied by the number of shares underlying such options.
(3)	Mr. Mercer passed away in January 2006.

	1996 Stock Option Plan

68

---

Table of Contents

	2006 Long-Term Stock Incentive Plan

69

---

Table of Contents

70

---

Table of Contents

71

---

Table of Contents

	•	each person who we know beneficially owns more than 5% of our common stock;
	•	our directors and named executive officers;
	•	all of our directors and executive officers as a group; and
	•	the selling stockholders.

Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

N. Robert Hammer(1)

Alan G. Bunte(2)

Louis F. Miceli(3)

David West(4)

Ron Miiller(5)

Anand Prahlad(6)

Suresh P. Reddy(7)

Thomas Barry(8)

Frank J. Fanzilli, Jr.(9)

Armando Geday(10)

Keith Geeslin(11)

Edward A. Johnson

F. Robert Kurimsky(12)

Daniel Pulver

Gary B. Smith(13)

David F. Walker

Putnam OTC and Emerging Growth Fund(14)

TH Lee, Putnam Investment Trust(14)

72

---

Table of Contents

Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

Putnam Discovery Growth Fund(14)

Putnam World Trust II — Putnam Emerging Information Sciences Fund(14)

DLJ Capital Corporation(15)

DLJ ESC II, L.P.(15)

DLJ First ESC, L.P.(15)

DLJ International Partners, C.V.(15)

DLJMB Funding, Inc.(15)

DLJ Merchant Banking Partners, L.P.(15)

DLJ Offshore Partners, C.V.(15)

Sprout IX Plan Investors, L.P.(15)

Sprout Capital VII, L.P.(15)

Sprout Capital IX, L.P.(15)

Sprout CEO Fund, L.P.(15)

Sprout Entrepreneurs’ Fund, L.P.(15)

Sprout Growth II, L.P.(15)

All directors and named executive officers as a group(16)

	*	Less than 1%.

	(1)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(2)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(3)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(4)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(5)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(6)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(7)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(8)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.

73

---

Table of Contents

	(9)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.

(10)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(11)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(12)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(13)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(14)	These entities are affiliates of Putnam Investment Management, LLC, Two Liberty Square, Boston, Massachusetts 02109.
(15)	These entities are affiliates of Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629.                     of these shares are subject to a voting trust agreement. The trustee of the voting trust is                     and its address is                     . See “Description of Capital Stock — Voting Trust Agreement” for more information regarding this agreement.
(16)	Includes options to acquire shares of common stock which are exercisable within 60 days of                     , 2006.

74

---

Table of Contents

	•	Affiliates of Credit Suisse Securities (USA) LLC will receive approximately $                million in cash upon the completion of the offering.
	•	An affiliate of RBC Capital Markets Corporation owns approximately 2.2% of our Series BB preferred Stock and 0.095% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Affiliates and related parties of C.E. Unterberg, Towbin, LLC own approximately 5.0% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Thomas Barry, one of our directors, holds directly 10,166 shares of our Series B preferred stock, which will be converted into            shares of our common stock and the right to receive approximately $                million in cash upon the completion of the offering.
	•	Edward A. Johnson, one of our directors, is currently a managing director and partner at DLJ Merchant Banking, an internal division of Credit Suisse First Boston Private Equity, Inc. DLJ Merchant Banking, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering. Mr. Johnson will resign his position as a director of our company immediately prior to the completion of the offering.
	•	Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Affiliates of Credit Suisse Securities (USA) LLC hold 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Keith Geeslin, one of our directors, was formerly a managing partner of the Sprout Group, an internal division of Credit Suisse First Boston Private Equity, Inc. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Daniel Pulver, one of our directors, was formerly a director at Credit Suisse First Boston Private Equity, Inc. DLJ Merchant Banking, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.

75

---

Table of Contents

	•	N. Robert Hammer, our chairman, president and chief executive officer, was a partner of the Sprout Group until November 2003. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering. Mr. Hammer also holds directly 3,333 shares of our Series B preferred stock and beneficially owns 47,204 shares of our Series D preferred stock, which will collectively be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Louis F. Miceli, our vice president and chief financial officer, purchased and holds 1,667 shares of our Series B preferred stock as a direct investment, which will be converted into                      shares of our common stock and the right to receive approximately $           million in cash upon the completion of the offering.
	•	Messrs. Barry, Fanzilli, Geeslin, Pulver, Hammer and Bunte also own limited partnership interests in certain investment funds associated with the Sprout Group and DLJ Merchant Banking, which investment funds collectively own                 shares of our common stock and preferred stock which will be converted into the right to receive                 shares of our common stock and $                million in cash upon completion of the offering. The ownership interests of Messrs. Barry, Fanzilli, Greeslin, Pulver, Hammer and Bunte in these funds in the aggregate is less than 10% of the total membership interests in these funds.

76

---

Table of Contents

77

---

Table of Contents

	•	the tenth anniversary of the agreement;
	•	the written election of a certain affiliate of Credit Suisse Securities (USA) LLC or the holders of the majority of the shares of common stock subject to the voting trust agreement and the satisfaction of specified requirements; or
	•	the transfer of all of the shares of common stock subject to the voting trust agreement in a matter permitted thereunder.

78

---

Table of Contents

	Board of Directors

	•	that the board of directors be divided into three classes, as nearly equal in size as possible, with staggered three-year terms;
	•	that directors may be removed only for cause by the affirmative vote of the holders of at least 662/3% of the shares of our capital stock entitled to vote; and
	•	that any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of a majority of the directors then in office.

	Stockholder Actions and Special Meetings

	•	any action required or permitted to be taken by the stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting; and
	•	special meetings of the stockholders may only be called by the chairman of the board of directors, our chief executive officer, or by the board of directors.

79

---

Table of Contents

	Board Consideration of Change of Control Transactions

	•	a comparison of the proposed consideration to be received by stockholders in relation to the then current market price of our capital stock; and
	•	the impact of the transaction on our employees, suppliers and customers and its effect on the communities in which we operate.

	Amendment

	Preferred Stock

	•	prior to that date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or
	•	on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative

80

---

Table of Contents

		vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

	•	any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
	•	the affiliates and associates of any such person.

81

---

Table of Contents

Maximum Number
of Shares		Date
		After the date of this prospectus
		After 90 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)
		After 100 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules and subject to the conditions for early release from the lock-up agreements described below)
		After 180 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)

	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;
	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of the preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the            reverse stock split.

82

---

Table of Contents

	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or enter into a transaction which would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement;

	•	one percent of the number of shares of common stock then outstanding (approximately                      shares immediately after this offering); or
	•	the average weekly trading volume of our common stock on The NASDAQ National Market during the four calendar weeks before a notice of the sale on Form 144 is filed.

83

---

Table of Contents

84

---

Table of Contents

	•	a citizen or resident of the United States;
	•	a corporation (including for this purpose any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust that is subject to the primary supervision of a U.S. court and to the control of one or more U.S. persons, or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

85

---

Table of Contents

	•	the holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met;
	•	such gain is effectively connected with the holder’s conduct of a trade or business within the United States and, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by the holder (and, in which case, if you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% or a lower rate as may be specified by an applicable income tax treaty);
	•	the holder is subject to the Internal Revenue Code provisions applicable to certain U.S. expatriates; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and, assuming that our common stock is deemed to be “regularly traded on an established securities market,” the holder held, directly or indirectly at any time during the five-year period ending on the date of disposition or such shorter period that such shares were held, more than five percent of our common stock. We have not been, are not and do not anticipate becoming, a United States real property holding corporation for United States federal income tax purposes.

86

---

Table of Contents

	•	the income associated with such payments is otherwise exempt from U.S. federal income tax;
	•	the payor or broker does not have actual knowledge or reason to know that you are a U.S. person; and
	•	you have furnished to the payor or broker a valid Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-U.S. person, or other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with U.S. Treasury regulations (or you otherwise establish an exemption).

	•	the proceeds are transferred to an account maintained by you in the United States;
	•	the payment of proceeds or the confirmation of the sale is mailed to you at a United States address; or
	•	the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

	•	a U.S. person;
	•	a controlled foreign corporation for U.S. tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified period; or
	•	a foreign partnership, if at any time during its tax year one or more of its partners are “U.S. persons,” as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or such foreign partnership is engaged in the conduct of a U.S. trade or business,

87

---

Table of Contents

Underwriter			Number of Shares
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
C.E. Unterberg, Towbin, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets Corporation
Thomas Weisel Partners LLC
	Total

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by the selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

88

---

Table of Contents

	•	issuances of common stock pursuant to the exercise of warrants or options outstanding on the date of this prospectus;
	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;
	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of such preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the            reverse stock split.

	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into a transaction that would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement;

89

---

Table of Contents

	•	Affiliates of Credit Suisse Securities (USA) LLC own approximately      % of our common stock as of                     , 2006 (calculated without giving effect to this offering or the conversion of any shares of preferred stock into common stock), 98.1% of our Series A preferred stock, 89.8% of our Series B preferred stock, 100% of our Series C preferred stock, 80.9% of our Series D Preferred Stock, 100% of our Series E preferred stock, 13.4% of our Series AA preferred stock, 30.0% of our Series BB preferred stock and 15.4% of our Series CC preferred stock, and, upon completion of the offering and related transactions, will own approximately      % of our common stock. See “Principal and Selling Stockholders.” Concurrently with the completion of the offering, affiliates of Credit Suisse Securities (USA) LLC will deposit all shares of our common stock held by them that exceed 5.0% of our then outstanding common stock into a voting trust under which the shares will be voted by an independent trustee. See “Principal and Selling Stockholders” and “Description of Capital Stock — Voting Trust Agreement” for more information regarding the voting trust agreement.
	•	Mr. Thomas Barry, one of our directors, is a limited partner in an investment fund associated with DLJ Merchant Banking, an affiliate of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Barry.
	•	Mr. Edward A. Johnson, one of our directors, also serves as a managing director and partner at DLJ Merchant Banking, an affiliate of Credit Suisse Securities (USA) LLC. Mr. Johnson will resign his position as a director of our company immediately prior to the completion of the offering. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Johnson.
	•	Mr. Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Currently, Mr. Fanzilli is a limited partner in an investment fund associated with the Sprout Group, an affiliate of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Fanzilli.
	•	Mr. Keith Geeslin, one of our directors, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a managing partner of the Sprout Group, a division of Credit Suisse First Boston Private Equity, Inc. Currently, Mr. Geeslin is a limited partner in certain investment funds associated with DLJ Merchant Banking and the Sprout Group,

90

---

Table of Contents

		affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Geeslin.
	•	Mr. Daniel Pulver, one of our directors, formerly served as a director at Credit Suisse First Boston Private Equity, Inc., an affiliate of Credit Suisse Securities (USA) LLC. Currently, Mr. Pulver is a limited partner in an investment fund associated with DLJ Merchant Banking, an affiliate of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Pulver.
	•	Mr. N. Robert Hammer, our chairman, chief executive officer and president, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a venture partner of the Sprout Group, a division of Credit Suisse First Boston Private Equity, Inc. Currently, Mr. Hammer is a limited partner in certain investment funds associated with the Sprout Group, an affiliate of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Hammer.
	•	Mr. Alan G. Bunte, our executive vice president and chief operating officer, is a limited partner in an investment fund associated with the Sprout Group. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Bunte.
	•	An affiliate of RBC Capital Markets Corporation owns approximately 2.2% of our Series BB preferred Stock and 0.095% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Affiliates and related parties of C.E. Unterberg, Towbin, LLC own approximately 5.0% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Affiliates of Credit Suisse Securities (USA) LLC will receive $           million of the net proceeds to us from the offering, the concurrent private placement and borrowings under our new term loan in satisfaction of amounts due upon the conversion of their holdings of our Series A, B, C, D and E preferred stock (including accrued dividends, and assuming the offering is completed on                     2006). See “Certain Relationships and Related Party Transactions” for more information regarding these payments.

	•	the information in this prospectus and otherwise available to the underwriters;
	•	market conditions for initial public offerings;
	•	the history and the prospects for the industry in which we compete;
	•	the ability of our management;
	•	the prospects for our future earnings;

91

---

Table of Contents

	•	the present state of our development and our current financial condition;
	•	the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and
	•	the general condition of the securities markets at the time of this offering.

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

(a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (“FSMA”), as amended, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by our Company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (“FSA”);

92

---

Table of Contents

	(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of the FSMA does not apply to our Company; and
	(c) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
	(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or
	(d) in any other circumstances which do not require the publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

93

---

Table of Contents

94

---

Table of Contents

95

---

Table of Contents

96

---

Table of Contents

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2004 and 2005 and December 31, 2005 (unaudited)		F-3
Consolidated Statements of Operations for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2004 (unaudited) and 2005 (unaudited)		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2005 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2004 (unaudited) and 2005 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-26

F-1

---

Table of Contents

	/s/ Ernst & Young LLP

F-2

---

Table of Contents

			March 31,												Pro Forma
											December 31,				December 31,
			2004				2005				2005				2005
											(Unaudited)				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	22,958			$	24,795			$	43,256			$
	Trade accounts receivable, less allowance for doubtful accounts of $686 and $602 at March 31, 2004 and 2005, respectively, and $603 at December 31, 2005			15,546				18,305				17,185
	Prepaid expenses and other current assets			1,397				1,986				1,279
Total current assets				39,901				45,086				61,720
Property and equipment, net				1,656				2,085				2,662
Other assets				222				342				372
Total assets			$	41,779			$	47,513			$	64,754			$
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
	Accounts payable		$	2,815			$	1,755			$	1,556			$
	Accrued liabilities			7,833				10,451				12,373
	Term loan			199				166				17
	Deferred revenue			15,890				19,273				26,126
Total current liabilities				26,737				31,645				40,072
Deferred revenue, less current portion				2,939				3,281				2,868
Term loan, less current portion				167				—				—
Other liabilities				—				90				14
Commitments and contingencies
Cumulative redeemable convertible preferred stock:
Series A through E, at liquidation value				87,846				93,507				97,773
Stockholders’ deficit:
Convertible preferred stock, $.01 par value: 5,000 shares Series AA authorized, 4,362 issued and outstanding; 5,000 shares Series BB authorized, 2,758 issued and outstanding; 12,150 shares Series CC authorized, 12,132 issued and outstanding; liquidation value $96,339 at December 31, 2005				94,352				94,352				94,352
Common stock, $.01 par value, 120,850 shares authorized, 37,559, 37,617 and 37,650 shares issued and outstanding at March 31, 2004, March 31, 2005, and at December 31, 2005, respectively;           shares issued and outstanding pro forma at December 31, 2005 (unaudited)				376				377				377
Deferred compensation				(82	)			(61	)			(859	)
Accumulated deficit				(170,877	)			(175,904	)			(170,140	)
Accumulated other comprehensive income				321				226				297
Total stockholders’ deficit				(75,910	)			(81,010	)			(75,973	)
			$	41,779			$	47,513			$	64,754			$

F-3

---

Table of Contents

															Nine Months Ended
			Year Ended March 31,												December 31,
			2003				2004				2005				2004				2005
															(Unaudited)				(Unaudited)
Revenues:
	Software		$	29,485			$	39,474			$	49,598			$	35,317			$	47,335
	Services			14,840				21,772				33,031				23,702				33,351
	Hardware, supplies and other			94				—				—				—				—
Total revenues				44,419				61,246				82,629				59,019				80,686
Cost of revenues:
	Software			932				1,168				1,497				1,172				1,316
	Services			6,095				8,049				9,975				7,328				9,278
	Hardware, supplies and other			72				—				—				—				—
Total cost of revenues				7,099				9,217				11,472				8,500				10,594
Gross margin				37,320				52,029				71,157				50,519				70,092
Operating expenses:
	Sales and marketing			29,842				37,592				43,248				31,475				37,185
	Research and development			16,153				16,214				17,239				12,596				13,945
	General and administrative			6,332				8,599				8,955				6,739				8,895
	Depreciation and amortization			1,752				1,396				1,390				999				1,153
Income (loss) from operations				(16,759	)			(11,772	)			325				(1,290	)			8,914
Interest expense				—				(60	)			(14	)			(12	)			(7	)
Interest income				297				134				346				218				812
Income (loss) before income taxes				(16,462	)			(11,698	)			657				(1,084	)			9,719
Income tax (expense) benefit				52				—				(174	)			(64	)			(636	)
Net income (loss)				(16,410	)			(11,698	)			483				(1,148	)			9,083
Less: accretion of preferred stock dividends				(5,661	)			(5,676	)			(5,661	)			(4,265	)			(4,265	)
Net income (loss) attributable to common stockholders			$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Net income (loss) attributable to common stockholders per share:
	Basic		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
	Diluted		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
Weighted average shares used in computing per share amounts:
	Basic			36,741				37,201				37,424				37,363				37,628
	Diluted			36,741				37,201				37,424				37,363				70,412
Unaudited pro forma net income (loss) attributable to common stockholders per share:
	Basic										$								$
	Diluted										$								$
Unaudited pro forma weighted average shares used in computing per share amounts:
	Basic
	Diluted

F-4

---

Table of Contents

																																	Accumulated
					Convertible																												Other
					Preferred Stock								Common Stock								Additional												Comprehensive
																					Paid-In				Deferred				Accumulated				Income
					Shares				Amount				Shares				Amount				Capital				Compensation				Deficit				(Loss)				Total
Balance at March 31, 2002						14,461			$	79,650				37,417			$	374			$	—			$	—			$	(133,594	)		$	16			$	(53,554	)
	Stock options exercised													10				—				9																9
	Repurchase and retirement of common stock													(28	)			—																				—
	Comprehensive income (loss):
		Net loss																												(16,410	)							(16,410	)
		Other comprehensive income:
			Foreign currency translation adjustment																															55				55
	Total comprehensive income (loss)																																					(16,355	)
	Accretion of dividends on preferred stock																					(9	)							(5,652	)							(5,661	)
Balance at March 31, 2003						14,461				79,650				37,399				374				—				—				(155,656	)			71				(75,561	)
	Stock options exercised													168				2				371																373
	Repurchase and retirement of common stock													(8	)			—																				—
	Issuance of shares in private placement					4,791				14,702																												14,702
	Issuance of common stock warrant to a customer																					1,696																1,696
	Comprehensive income (loss):
		Net loss																												(11,698	)							(11,698	)
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															250				250
	Total comprehensive income (loss)																																					(11,448	)
	Deferred compensation related to stock options																					86				(86	)											—
	Amortization of deferred compensation																									4												4
	Accretion of dividends on preferred stock																					(2,153	)							(3,523	)							(5,676	)
Balance at March 31, 2004						19,252				94,352				37,559				376				—				(82	)			(170,877	)			321				(75,910	)
	Stock options exercised													61				1				151																152
	Repurchase and retirement of common stock													(3	)			—																				—
	Comprehensive income (loss):
		Net income																												483								483
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(95	)			(95	)
	Total comprehensive income (loss)																																					388
	Amortization of deferred compensation																									21												21
	Accretion of dividends on preferred stock																					(151	)							(5,510	)							(5,661	)
Balance at March 31, 2005						19,252				94,352				37,617				377				—				(61	)			(175,904	)			226				(81,010	)
	Stock options exercised													33				—				82																82
	Comprehensive income:
		Net income																												9,083								9,083
		Other comprehensive income:
			Foreign currency translation adjustment																															71				71
	Total comprehensive income																																					9,154
	Deferred compensation related to stock options																					864				(864	)											—
	Amortization of deferred compensation																									66												66
	Accretion of dividends on preferred stock																					(946	)							(3,319	)							(4,265	)
Balance at December 31, 2005 (Unaudited)						19,252			$	94,352				37,650			$	377			$	—			$	(859	)		$	(170,140	)		$	297			$	(75,973	)

F-5

---

Table of Contents

																Nine Months Ended
				Year Ended March 31,												December 31,
				2003				2004				2005				2004				2005
																(Unaudited)				(Unaudited)
Cash flows from operating activities
Net income (loss)				$	(16,410	)		$	(11,698	)		$	483			$	(1,148	)		$	9,083
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization				1,791				1,425				1,431				1,028				1,188
	Noncash stock compensation				—				4				21				16				66
	Issuance of common stock warrants				—				1,696				—				—				—
	Changes in operating assets and liabilities:
		Accounts receivable			(9,414	)			(352	)			(2,759	)			(574	)			1,120
		Prepaid expenses and other current assets			70				225				(588	)			(242	)			707
		Other assets			(62	)			3				(120	)			(259	)			(30	)
		Accounts payable			(736	)			1,018				(1,060	)			(1,299	)			(199	)
		Accrued expenses			1,680				214				2,617				1,636				1,922
		Deferred revenue and other liabilities			4,124				8,366				3,815				2,759				6,365
Net cash provided by (used in) operating activities					(18,957	)			901				3,840				1,917				20,222
Cash flows from investing activities
Purchase of property and equipment					(1,166	)			(1,244	)			(1,860	)			(1,323	)			(1,765	)
Net cash used in investing activities					(1,166	)			(1,244	)			(1,860	)			(1,323	)			(1,765	)
Cash flows from financing activities
Proceeds from issuance of preferred stock					—				14,702				—				—				—
Repayments on line of credit					(34	)			—				—				—				—
Proceeds from term loan					—				497				—				—				—
Repayments on term loan					—				(131	)			(200	)			(149	)			(149	)
Proceeds from issuance of common stock					9				372				152				108				82
Net cash provided by (used in) financing activities					(25	)			15,440				(48	)			(41	)			(67	)
Effects of exchange rate — changes in cash					55				250				(95	)			(174	)			71
Net increase (decrease) in cash and cash equivalents					(20,093	)			15,347				1,837				379				18,461
Cash and cash equivalents at beginning of year					27,704				7,611				22,958				22,958				24,795
Cash and cash equivalents at end of year				$	7,611			$	22,958			$	24,795			$	23,337			$	43,256
Supplemental disclosures of cash flow information
Interest paid				$	—			$	60			$	14			$	12			$	7
Income taxes paid (received)				$	(39	)		$	15			$	48			$	10			$	328

F-6

---

Table of Contents

1.	Nature of Business

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Pro Forma Information

	•	the conversion of all outstanding shares of preferred stock into a total of                      shares of common stock;
	•	the payment of $          in satisfaction of the cash amount due to holders of Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the initial public offering is completed in               2006);
	•	the borrowing of $          under a new term loan at an interest rate equal to 30-day LIBOR plus           %, and assumed to be           % per year in connection with the payments to the holders of Series A, B, C, D and E preferred stock (assuming that the initial public offering and the concurrent private placement are priced at $          per share, the midpoint of the estimated price range shown on the cover of the prospectus); and
	•	the completion of the concurrent private placement of                      shares of the Company’s common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of the prospectus) the Company will raise $          in proceeds from the concurrent private placement.

F-7

---

Table of Contents

			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Net income (loss) attributable to common stockholders			$	(5,178	)		$	4,818
Plus:
	Elimination of accretion of preferred stock dividends			5,661				4,265
Less:
	Interest expense associated with term loan borrowings, net of taxes of $
Pro forma net income (loss) attributable to common stockholders			$				$

			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Basic weighted average number of shares used in computing per share amounts
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
Basic pro forma weighted average number of shares used in computing per share amounts

			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Diluted weighted average number of shares used in computing per share amounts
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
Diluted pro forma weighted average number of shares used in computing per share amounts

F-8

---

Table of Contents

	Use of Estimates

	Revenue Recognition

F-9

---

Table of Contents

	•	Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, or other persuasive evidence that an arrangement exists prior to recognizing revenue on an arrangement.
	•	Delivery or performance has occurred. The Company’s software applications are usually physically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered via email. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year.
	•	Vendor’s fee is fixed or determinable. The fee customers pay for software applications, customer support and other professional services is negotiated at the outset of an arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement.
	•	Collection is probable. Probability of collection is assessed on a customer-by-customer basis. Each new customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company determines from the outset of an arrangement that collection is not probable based upon the review process, revenue is recognized on a cash-collected basis.

	Cost of Revenue

	Accounting for Income Taxes

F-10

---

Table of Contents

	Net Income (Loss) Attributable to Common Stockholders per Share

																Nine Months Ended
				Year Ended March 31,												December 31,
				2003				2004				2005				2004				2005
																(Unaudited)				(Unaudited)
Basic weighted average number of shares outstanding					36,741				37,201				37,424				37,363				37,628
Effect of dilutive securities:
	Stock options				—				—				—				—				745
	Convertible preferred stock:
		Series A			—				—				—				—				8,159
		Series B			—				—				—				—				1,384
		Series C			—				—				—				—				1,333
		Series D			—				—				—				—				989
		Series E			—				—				—				—				800
		Series AA			—				—				—				—				4,484
		Series BB			—				—				—				—				2,758
		Series CC			—				—				—				—				12,132
Diluted weighted average number of shares outstanding					36,741				37,201				37,424				37,363				70,412

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Stock options			7,348				9,529				11,357				11,007				2,030
Convertible preferred stock			32,039				32,039				32,039				32,039				—
Common stock warrants			4,615				4,615				4,615				4,615				4,615
Total options, preferred stock and warrants exercisable or convertible into common stock			44,002				46,183				48,011				47,661				6,645

	Software Development Costs

F-11

---

Table of Contents

	Cash and Cash Equivalents

	Accounts Receivable and Allowance for Doubtful Accounts

	Concentration of Credit Risk

	Fair Value of Financial Instruments

	Property and Equipment

F-12

---

Table of Contents

	Long-Lived Assets

	Deferred Revenue

	Accounting for Stock-Based Compensation

F-13

---

Table of Contents

															Nine Months Ended
			Year Ended March 31,												December 31,
			2003				2004				2005				2004				2005
															(Unaudited)				(Unaudited)
Net income (loss) attributable to common stockholders, as reported			$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Add: Stock based compensation recorded under APB 25				—				4				21				16				66
Less: Stock-based compensation expense determined under fair value method for all awards				(3,978	)			(4,321	)			(4,438	)			(3,313	)			(3,102	)
Pro forma net income (loss) attributable to common stockholders			$	(26,049	)		$	(21,691	)		$	(9,595	)		$	(8,710	)		$	1,782
Net income (loss) attributable to common stockholders per share, as reported:
	Basic		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
	Diluted		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.13
Pro forma net income (loss) attributable to common stockholders per share:
	Basic		$	(0.71	)		$	(0.58	)		$	(0.26	)		$	(0.23	)		$	0.05
	Diluted		$	(0.71	)		$	(0.58	)		$	(0.26	)		$	(0.23	)		$	0.05

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Dividend yield			None				None				None				None				None
Expected volatility			87	%			65	%			54	%			55	%			49	%
Risk-free interest rate			4.21	%			3.69	%			4.08	%			4.10	%			4.16	%
Expected life (in years)			7.00				7.00				7.00				7.00				7.00

F-14

---

Table of Contents

	Advertising Costs

	Foreign Currency Translation

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

F-15

---

Table of Contents

3.	Property and Equipment

		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Computer equipment		$	12,155			$	11,316			$	12,350
Furniture and fixtures			1,229				1,276				1,324
Purchased software			452				760				712
Other machinery and equipment			1,223				1,787				2,142
Leasehold improvements			391				599				709
			15,450				15,738				17,237
Less accumulated depreciation and amortization			(13,794	)			(13,653	)			(14,575	)
		$	1,656			$	2,085			$	2,662

4.	Accrued Liabilities

		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Compensation and related payroll taxes		$	4,343			$	5,493			$	5,892
State and foreign sales taxes			276				897				885
Accrued professional services			711				919				749
Due to customers			329				712				608
Other			2,174				2,430				4,239
		$	7,833			$	10,451			$	12,373

5.	Line of Credit

F-16

---

Table of Contents

		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Credit Facility		$	—			$	—			$	—
Term Loan — Long Term			167				—				—
Term Loan — Short Term			199				166				17
		$	366			$	166			$	17

6.	Commitments and Contingencies

Year ending March 31:
	2006		$	683
	2007			2,424
	2008			2,136
	2009			649
	2010			14
			$	5,906

F-17

---

Table of Contents

7.	Cumulative Redeemable Convertible Preferred Stock: Series A through E

										Shares				Undeclared				Total
						Shares				Issued and				Dividends				Unpaid
		Date of Issuance				Authorized				Outstanding				Per Share				Dividends
Series A			May 1996				3,000				2,040			$	17.18			$	35,040
Series B			July 1997				1,000				346				15.11				5,229
Series C			December 1997				1,000				333				14.39				4,797
Series D			October 1998				1,000				247				12.54				3,101
Series E			March 1999				1,000				200				12.17				2,433

8.	Stockholders’ Deficit

	Series AA Convertible Preferred Stock

F-18

---

Table of Contents

	Series BB Convertible Preferred Stock

	Series CC Convertible Preferred Stock

F-19

---

Table of Contents

	Common Stock Warrants

	Shares Reserved for Issuance

Exercise of common stock options			14,830
Conversion of Series A Stock			8,159
Conversion of Series B Stock			1,384
Conversion of Series C Stock			1,333
Conversion of Series D Stock			989
Conversion of Series E Stock			800
Conversion of Series AA Stock			4,484
Conversion of Series BB Stock			2,758
Conversion of Series CC Stock			12,132
Exercise of warrants			4,615
			51,484

F-20

---

Table of Contents

9.	Stock Options

							Weighted-
			Number				Average
			of				Exercise
			Options				Price
Options outstanding at March 31, 2002				5,792			$	3.11
	Options granted			2,055				3.00
	Options exercised			(10	)			2.40
	Options canceled			(489	)			3.54
Options outstanding at March 31, 2003				7,348				2.33
	Options granted			3,022				2.40
	Options exercised			(168	)			.97
	Options canceled			(673	)			2.93
Options outstanding at March 31, 2004				9,529				2.31
	Options granted			2,349				2.83
	Options exercised			(62	)			2.46
	Options canceled			(459	)			2.90
Options outstanding at March 31, 2005				11,357				2.77
	Options granted			3,991				2.52
	Options exercised			(32	)			2.52
	Options canceled			(486	)			2.78
Options outstanding at December 31, 2005 (unaudited)				14,830				2.70

F-21

---

Table of Contents

						Weighted-Average								Number of
		Outstanding												Options				Weighted-
		Options at				Remaining								Exercisable at				Average
		December 31,				Contractual				Exercise				December 31,				Exercise
Range of Exercise Prices		2005				Life				Price				2005				Price
$0.0125			19				3.42			$	0.0125				19			$	0.0125
2.00			2,049				7.14				2.00				1,391				2.00
2.25			698				9.34				2.25				0				0.00
2.35			2,488				9.67				2.35				0				0.00
2.40			116				8.58				2.40				39				2.40
2.50			2,327				5.65				2.50				1,932				2.50
2.65			774				8.97				2.65				163				2.65
3.00			4,329				6.52				3.00				3,429				3.00
3.35			728				9.84				3.35				0				0.00
3.60			655				8.08				3.60				290				3.60
4.00			647				5.02				4.00				647				4.00
$0.0125-4.00			14,830				7.44			$	2.70				7,910			$	2.79

		Number of				Exercise				Fair Value per				Intrinsic
Grants Made During the Month Ended		Options Granted				Price				Common Share				Value
January 31, 2005			470			$	2.65			$	2.65			$	—
May 31, 2005 (unaudited)			719				2.25				2.25				—
July 31, 2005 (unaudited)			923				2.35				2.35				—
September 30, 2005 (unaudited)			1,600				2.35				2.89				0.54
November 30, 2005 (unaudited)			749				3.35				3.35				—

	•	the significant risks related to, and market acceptance associated with, its products;
	•	the difficulty of competing as a smaller private company in a market that has been historically dominated by larger public companies; and

F-22

---

Table of Contents

	•	the preferential rights of the outstanding convertible preferred stock with respect to liquidation preferences, voting control and anti-dilution rights.

10.	Income Taxes

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Domestic		$	(13,857	)		$	(6,585	)		$	3,778			$	1,170			$	10,997
Foreign			(2,605	)			(5,113	)			(3,121	)			(2,254	)			(1,278	)
		$	(16,462	)		$	(11,698	)		$	657			$	(1,084	)		$	9,719

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Federal		$	—			$	—			$	83			$	28			$	223
State			(52	)			—				89				36				389
Foreign			—				—				2				—				24
		$	(52	)		$	—			$	174			$	64			$	636

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Statutory federal income tax expense (benefit) rate			(34.0	)%			(34.0	)%			34.0	%			(34.0	)%			34.0	%
State and local income tax expense (benefit), net of federal income tax effect			(4.1	)%			(2.4	)%			13.5	%			15.7	%			(6.2	)%
Foreign earnings taxed at different rates			0.6	%			1.5	%			12.6	%			4.2	%			0.3	%
Certain non-deductible expenses			2.9	%			4.2	%			21.5	%			9.5	%			1.4	%
Research credits			(10.3	)%			(14.3	)%			(111.3	)%			(47.7	)%			(4.9	)%
Other differences, net			(0.1	)%			0.1	%			11.2	%			0.3	%			—
Change in valuation allowance			44.7	%			44.9	%			45.0	%			57.9	%			(18.1	)%
Effective income tax expense (benefit) rate			(0.3	)%			0.0	%			26.5	%			5.9	%			6.5	%

F-23

---

Table of Contents

			March 31,
											December 31,
			2004				2005				2005
											(Unaudited)
Deferred tax assets:
	Net operating losses		$	42,921			$	42,566			$	39,009
	Depreciation and amortization			4,227				3,579				3,522
	Accrued expenses			246				170				499
	Deferred revenue			831				436				979
	Allowance for doubtful accounts and other reserves			147				134				253
	Tax credits			8,015				9,799				10,673
Total deferred tax assets				56,387				56,684				54,935
Less valuation allowance				(56,387	)			(56,684	)			(54,935	)
Net deferred tax assets			$	—			$	—			$	—

11.	Employee Benefit Plan

12.	Segment Information

F-24

---

Table of Contents

																Nine Months Ended
				Year Ended March 31,												December 31,
				2003				2004				2005				2004				2005
																(Unaudited)				(Unaudited)
Revenue:
	United States			$	30,968			$	43,227			$	60,562			$	43,281			$	58,455
	Other				13,451				18,019				22,067				15,738				22,231
		Total		$	44,419			$	61,246			$	82,629			$	59,019			$	80,686

				March 31,				March 31,				December 31,
				2004				2005				2005
												(Unaudited)
Long-lived assets:
	United States			$	1,449			$	1,789			$	1,998
	Other				429				638				1,036
		Total		$	1,878			$	2,427			$	3,034

13.	Subsequent Events

F-25

---

Table of Contents

						Additions —
		Balance at				Charged to				Deductions —				Balance at
		Beginning of				Costs and				See Notes				End of
		Period				Expenses				Below				Period
Year Ended March 31, 2003:
Allowance for doubtful accounts(1)		$	159			$	151			$	7			$	303
Valuation allowance for deferred taxes(2)		$	43,603			$	7,527			$	—			$	51,130
Year Ended March 31, 2004:
Allowance for doubtful accounts(1)		$	303			$	482			$	99			$	686
Valuation allowance for deferred taxes(2)		$	51,130			$	5,257			$	—			$	56,387
Year Ended March 31, 2005:
Allowance for doubtful accounts(1)		$	686			$	107			$	191			$	602
Valuation allowance for deferred taxes(2)		$	56,387			$	297			$	—			$	56,684
Nine Months Ended December 31, 2005:
Allowance for doubtful accounts(1)		$	602			$	39			$	38			$	603
Valuation allowance for deferred taxes(2)		$	56,684			$	—			$	1,749			$	54,935

(1)	Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amount previously written-off.
(2)	Adjustments associated with the Company’s assessment of its deferred tax assets (principally related to federal and state net operating loss carryforwards).

F-26

---

Table of Contents

---

Table of Contents

Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	16,050
NASD filing fee				15,500
NASDAQ listing fee				*
Accounting fees and expenses				*
Legal fees and expenses				*
Printing and engraving expenses				*
Transfer agent’s fees				*
Blue sky fees and expenses				*
Miscellaneous				*
	Total		$	*

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers.

II-1

---

Table of Contents

Item 15.	Recent Sales of Unregistered Securities.

	•	In July 2003, the registrant issued an amended and restated warrant to purchase                      shares of its common stock at an exercise price of $           per share to EMC Investment Corporation, an accredited investor. The warrant expired without being exercised on February 2, 2006. The amended and restated warrant was issued to replace a warrant to purchase                      shares of the registrant’s common stock at an exercise price of $           per share, subject to certain adjustments, that had been issued by the registrant to the holder in November 2000. The original warrant was issued to the holder in connection with the holder’s purchase of shares of the registrant’s Series BB preferred stock. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.
	•	In September 2003, the registrant sold 4,790,802 shares of registrant’s Series CC preferred stock to four individuals and 21 investment funds and other investment entities for approximately $15 million. Each

II-2

---

Table of Contents

		of the investors was an accredited investor. The offer and sale was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
	•	In December 2003, the registrant issued a warrant to purchase                      shares of our common stock at an exercise price of $           per share to Dell Ventures, L.P., an accredited investor, in connection with the registrant’s entering into a software licensing agreement with Dell Products, L.P. as an original equipment manufacturer. The number of warrant shares and exercise price are subject to customary antidilution adjustments upon the occurrence of certain events. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.

Item 16.	Exhibits and Financial Statement Schedules.

Item 17.	Undertakings.

II-3

---

Table of Contents

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

---

Table of Contents

	COMMVAULT SYSTEMS, INC.

	By:	/s/ N. ROBERT HAMMER

	N. Robert Hammer
	Chairman, President and Chief Executive Officer

Signature				Title
/s/ N. ROBERT HAMMER N. Robert Hammer				Chairman, President and Chief Executive Officer
/s/ LOUIS F. MICELI Louis F. Miceli				Vice President, Chief Financial Officer
/s/ BRIAN CAROLAN Brian Carolan				Controller
/s/ THOMAS BARRY Thomas Barry				Director

II-5

---

Table of Contents

Signature				Title
/s/ FRANK J. FANZILLI, JR. Frank J. Fanzilli, Jr.				Director
/s/ EDWARD A. JOHNSON Edward A. Johnson				Director
/s/ ARMANDO GEDAY Armando Geday				Director
/s/ KEITH GEESLIN Keith Geeslin				Director
/s/ F. ROBERT KURIMSKY F. Robert Kurimsky				Director
/s/ DANIEL PULVER Daniel Pulver				Director
/s/ GARY SMITH Gary Smith				Director
/s/ DAVID F. WALKER David F. Walker				Director

II-6

---

Table of Contents

Exhibit
No.				Description
	1	.1*		Form of Underwriting Agreement
	3	.1*		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc.
	3	.2*		Amended and Restated Bylaws of CommVault Systems, Inc.
	4	.1*		Form of Common Stock Certificate
	4	.2*		Amended and Restated Stockholders Agreement by and among CommVault Systems, Inc. and certain stockholders
	5	.1*		Opinion of Mayer, Brown, Rowe & Maw LLP
	9	.1*		Voting Trust Agreement
	10	.1*		Loan and Security Agreement, dated      , 2006, between Silicon Valley Bank and CommVault Systems, Inc.
	10	.2*		CommVault Systems, Inc. 1996 Stock Option Plan, as amended
	10	.3*		CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan
	10	.4*		Form of Non-Qualified Stock Option Agreement
	10	.5		Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert Hammer
	10	.6		Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.7		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.8		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and David West, Ron Miiller and Scott Mercer
	10	.9		Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and directors
	10	.10*		Warrant held by Dell Ventures, L.P. to purchase common stock of CommVault Systems, Inc.
	21	.1		List of Subsidiaries of CommVault Systems, Inc.
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1)
	24	.1		Powers of Attorney (included on the signature page to this registration statement)

*	To be filed by amendment.

                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT, dated as of February 1, 2004 (the "Commencement
Date"), by and between CommVault Systems Inc., a Delaware corporation, with its
principal office at 2 Crescent Place, Oceanport, NJ, 07757 (the "Company"), and
N. ROBERT HAMMER residing at 23 Bay Harbor Road, Tequesta, FL 33469
("Executive").

          WHEREAS, the Company desires to continue to employ Executive as
Chairman, President and Chief Executive Officer of the Company, and

          WHEREAS, Executive desires to enter into this agreement (the
"Agreement") as to the terms of his employment by the Company and his position
with the Company.

          NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

          1. Term of Employment. Except for earlier termination as provided in
Section 7 hereof, Executive's employment under this Agreement shall be for a
term commencing on the Commencement Date and ending on March 31, 2005 (the
"Initial Term"). Subject to Section 7 hereof, the Initial Term shall be
automatically extended for additional terms of successive one (1) year periods
(the "Additional Term") unless the Company or Executive gives written notice to
the other at least thirty (30) days prior to


                                       1



the expiration of the Initial Term or the then current Additional Term of the
termination of Executive's employment hereunder at the end of such current term.
(The Initial Term and any Additional Term(s) shall hereinafter be referred to as
the "Employment Term".)

          2. Positions. (a) Executive shall continue to serve as the Chairman,
President and Chief Executive Officer of the Company. If requested by the Board
of Directors of the Company (the "Board"), the Executive shall also serve as an
executive officer or director of subsidiaries and a director of associated
companies of the Company without additional compensation and subject to any
policy of the Compensation Committee of the Board (the "Compensation Committee")
with regard to retention or turnover of the director's fees.

          (b) Executive shall report to the Board and shall have such duties and
authority consistent with his then position as shall be assigned to him from
time to time by the Board.

          (c) During the Employment Term, Executive shall devote substantially
all of his business time and efforts to the performance of his duties hereunder
and use his best efforts in such endeavors; provided, however, that Executive
shall be allowed, to the extent that such activities do not materially interfere
with the performance of his duties and responsibilities hereunder, to manage his
passive personal investments and to serve on corporate, civic, or charitable
boards or committees. Notwithstanding the foregoing, the Executive shall not
serve on any corporate board of directors if such service would be inconsistent
with his fiduciary responsibilities to the Company and in no event shall
Executive serve on any such board unless approved in writing by the Board.


                                       2



          3. Base Salary. During the Employment Term, the Company shall pay
Executive a base salary at the annual rate of $300,000. Base salary shall be
payable in accordance with the usual payroll practices of the Company.
Executive's Base Salary shall be subject to annual review by the Board. The base
salary as determined as aforesaid from time to time shall constitute "Base
Salary" for purposes of this Agreement.

          4. Incentive Compensation. For each fiscal year or portion thereof
during the Employment Term, Executive shall be eligible to participate in an
annual bonus plan of the Company in accordance with, and subject to the terms
of, such plan, that provides an annualized cash bonus opportunity with a target
bonus potential equal to a percentage of Base Salary (the "Target Bonus").

          5. Employee Benefits and Vacation. (a) During the Employment Term,
Executive shall be entitled to participate in all retirement, savings, incentive
compensation, welfare and other employee benefit plans and arrangements and
fringe benefits and perquisites generally maintained by the Company from time to
time for the benefit of executives of the Company, in accordance with their
respective terms as in effect from time to time (other than any special
arrangement entered into with an executive).

          (b) During the Employment Term, Executive shall be entitled to
vacation each year in accordance with the Company's policies in effect from time
to time, but in no event less than three (3) weeks paid vacation per calendar
year. The Executive shall also be entitled to such periods of sick leave as is
customarily provided by the Company for its senior executive employees.


                                        3



          6. Business Expenses. The Company shall reimburse Executive for the
travel, entertainment and other business expenses incurred by Executive in the
performance of his duties hereunder, in accordance with the Company's policies
as in effect from time to time.

          7. Termination. (a) The employment of Executive under this Agreement
shall terminate upon the occurrence of any of the following events:

               (i) the death of the Executive;

               (ii) the termination of the Executive's employment by the Company
          due to the Executive's Disability pursuant to Section 7(b) hereof;

               (iii) the termination of the Executive's employment by the
          Company without Cause or by the Company in accordance with Section 1
          hereof;

               (iv) the termination of the Executive's employment by the Company
          for Cause pursuant to Section 7(c) hereof;

               (v) the retirement of the Executive by the Company at or after
          his sixty-fifth (65th) birthday to the extent such termination is
          specifically permitted as a stated exception from applicable federal
          and state age discrimination laws based on position and retirement
          benefits.

          (b) Disability. If, by reason of the same or related physical or
mental reasons, Executive is unable to carry out his material duties pursuant to
this Agreement for more than six (6) months in any twelve (12) consecutive month
period, the Company


                                       4



may terminate Executive's employment for Disability upon thirty (30) days prior
written notice, by a Notice of Disability Termination, at any time thereafter
during such twelve (12) month period in which Executive is unable to carry out
his duties as a result of the same or related physical or mental illness. Such
termination shall not be effective if Executive returns to the full time
performance of his material duties within such thirty (30) day notice period. If
Executive is eligible for disability payments prior to said termination under
any disability plan sponsored by the Company, his Base Salary shall be reduced
by the amount of such disability payments.

          (c) Cause. Subject to the notification provisions of Section 7(d)
below, Executive's employment hereunder may be terminated by the Company for
Cause. For purposes of this Agreement, the term "Cause" shall be limited to (i)
willful misconduct by Executive with regard to the business, assets or employees
of the Company; (ii) the refusal or willful failure of Executive to follow the
proper written direction of the Board, provided that the foregoing refusal or
willful failure shall not be "Cause" if Executive in good faith believes that
such direction is illegal and promptly so notifies the Board; (iii) continuing
refusal or willful failure by the Executive to perform the duties required of
him hereunder (other than any such failure resulting from incapacity due to
physical or mental illness) after a written demand for substantial performance
is delivered to the Executive by the Board which specifically identifies the
manner in which it is believed that the Executive has substantially and
continually refused to perform his duties hereunder; (iv) the Executive pleading
nolo contendere or guilty to, or being convicted of, a felony (other than a
traffic infraction); (v) the breach by Executive of any fiduciary duty owed by
Executive to the Company; (vi) your abuse of alcohol or drugs (legal or


                                       5



illegal) that, in the Board's sole and absolute judgment, is deemed to
materially impair your ability to perform your duties hereunder; or (vii)
Executive's dishonesty, misappropriation or fraud with regard to the Company
(other than good faith expense account disputes).

          (d) Notice of Termination for Cause. A Notice of Termination for Cause
shall mean a notice that shall indicate the specific termination provision in
Section 7(c) relied upon and shall set forth in reasonable detail the facts and
circumstances which provide for a basis for Termination for Cause. The date of
termination for a Termination for Cause shall be the date indicated in the
Notice of Termination. Any purported Termination for Cause which is held by a
court not to have been based on the grounds set forth in this Agreement or not
to have followed the procedures set forth in this Agreement shall be deemed a
Termination by the Company without Cause.

          (e) Good Reason. For purposes of this agreement, for "Good Reason"
means a termination of employment by Executive effected by written notice of
termination given within sixty (60) days after the occurrence of any of the
following events: (i) any material diminution of Executive's positions, duties,
responsibilities or scope of duties or responsibilities; (ii) a material
diminution in the total compensation (i.e. salary, bonus and benefits) provided
by the Company to Executive; or (iii) a material relocation by the Company of
Executive's principal office from the location of such office at the time of the
Change in Control.


                                       6



          8. Consequences of Termination of Employment. (a) Death. If
Executive's employment is terminated during the Employment Term by reason of
Executive's death, the employment period under this Agreement shall terminate
without further obligations to the Executive's legal representatives under this
Agreement or otherwise except for: (i) any compensation earned but not yet paid,
including without limitation, any declared but unpaid bonus for the prior fiscal
year, any amount of Base Salary earned but unpaid, any accrued vacation pay
payable pursuant to the Company's policies and any unreimbursed business
expenses payable pursuant to Section 6, which amounts shall be promptly paid in
a lump sum to Executive's estate; and (ii) any other amounts or benefits owing
to Executive under the then applicable employee benefit plans, long term
incentive plans and programs or equity plans of the Company, which shall be paid
in accordance with such plans and programs.

          (b) Disability. If Executive's employment, pursuant to this Agreement,
is terminated by reason of Executive's Disability, Executive shall be entitled
to receive the payments and benefits to which his representatives would be
entitled in the event of a termination of employment by reason of his death
(other than life insurance benefits). Executive shall thereafter be eligible for
disability benefits and entitlements, if any, pursuant to the Company's Human
Resource policies and employee benefit programs.

          (c) Termination by the Company without Cause or by Nonextension of
Employment Term. If (i) Executive's employment with the Company is terminated by
the Company without Cause or (ii) by the Company pursuant to Section 1 hereof
(except as provided in Section 7(a)(v) hereof), the Company shall have no
further obligations to the Executive under this Agreement or otherwise, except
that, subject to


                                       7



Sections 8(e), 9, and 11 hereof, Executive shall be entitled to receive (A)
either equal bi-weekly payments or a lump sum payment, at the Company's
discretion, of an amount equal to one-twenty sixth of Executive's then Base
Salary, but off the employee payroll, for a period of twelve (12) months
following the date of his termination, (B) within five (5) days after such
termination (i) any unreimbursed business expenses payable pursuant to Section
6; and (ii) any Base Salary through the date of termination, and accrued
vacation pay payable pursuant to the Company's policies; (C) any other amounts
or benefits previously accrued on behalf of the Executive under the then
applicable employee benefit plans, incentive plans or programs of the Company
and paid in accordance with such plans and programs; any vested benefit pursuant
to any Company equity plans and paid in accordance with such plans and programs;
(D) payment by the Company of the premiums for the Executive and his dependents
health coverage for twelve (12) months under the Company's health plans which
cover the senior executives of the Company or materially similar benefits.
Payments under (D) above may at the discretion of the Company be made by
continuing participation of Executive in the plan as a terminee, by paying the
applicable COBRA premium for Executive and his dependents, or by covering
Executive and his dependents under substitute arrangements; and (E)
notwithstanding anything to the contrary contained in (a) any option or similar
agreement between Executive and the Company or (b) any stock option plan of the
Company (including the Company's 1996 Stock Option Plan), in the event that a
Change in Control shall occur, all Options held by Executive shall become
immediately exercisable notwithstanding any vesting provision or service
requirement previously applicable to the Option. In the event that a Change in
Control occurs and Executive's employment is terminated by the Company other
than For


                                       8



Cause (other than a termination resulting from a Disability) during the two year
period immediately following the date of the Change in Control; or a Change in
Control occurs and Executive terminates Executive's employment with the Company
For Good Reason during the two year period following the date of the Change in
Control, then the Executive shall be entitled under the terms specified to (i)
the payment specified in Section 8(c)(A), except to include Executive's Target
Bonus and except for a period of eighteen (18) months following the date of his
termination payable in a lump sum cash amount within thirty (30) days of the
effective date of termination; and, (ii) health insurance benefits specified in
Section 8(c)(D), except for a period of eighteen (18) months following the date
of his termination. If there is a Change of Control after the Executive's
termination, the amounts, if any, remaining to be paid pursuant to (A) above
shall be paid in a lump sum within ten (10) days thereafter.

          (d) Termination with Cause or Voluntary Resignation or Retirement. If
Executive's employment hereunder is terminated (i) by the Company for Cause,
(ii) voluntarily by the Executive or (iii) by the Company pursuant to Section
7(a)(v) hereof, the Executive shall be entitled to receive only his Base Salary
through the date of termination and any unreimbursed business expenses payable
pursuant to Section 6. Any Executive's rights under any benefit plan of the
Company or any equity plan of the Company following such termination of
employment shall be determined in accordance with the provisions of the
applicable benefit or equity plan.

          (e) Release. Executive agrees that, as a condition to receiving the
payments and benefits provided under Section 8(c) (other than payments provided
under Section 8(c)(B)), he will execute and deliver to the Company a release,
promptly


                                       9



following his final day of employment with the Company, of all claims of any
kind against the Company and its affiliates (including, without limitation, any
civil rights claim) and their officers, directors and employees, in such form as
reasonably requested by the Company.

          9. No Mitigation; Set-Off. In the event of any termination of
employment under Section 7, Executive shall be under no obligation to seek other
employment and, subject to Section 11 below, there shall be no offset against
any amounts due Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that Executive may obtain. Any amounts
due under Section 8 are in the nature of severance payments, or liquidated
damages, or both, and are not in the nature of a penalty. Such amounts are
inclusive, and in lieu of any amounts payable under any other salary
continuation or cash severance arrangement of the Company and to the extent paid
or provided under any other such arrangement shall be offset from the amount due
hereunder. The Company shall have no obligations to Executive upon a termination
of employment except as provided in Section 8. If the Executive dies while
receiving payments under Section 8(c), any remaining payments shall be paid to
Executive's estate.

          10. Change in Control. "Change in Control" shall mean (i) the
acquisition by any person, entity or group of persons or entities, other than
the DLJ Entities and their affiliates (including investors in the DLJ Entities)
directly or indirectly, acting in concert of securities representing fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities, whether acquired in one transaction or a series of
transactions, (ii) a merger, consolidation or similar transaction


                                       10



which results in the Company's shareholders immediately prior to such
transaction not holding securities representing fifty percent (50%) or more of
the total voting power of the outstanding securities of the surviving
corporation or (iii) a sale of all or substantially all of the Company's assets
(other than to an entity owned by the Company or under common ownership with the
Company). Notwithstanding the foregoing, Change in Control shall not be deemed
any change due to a public offering or any transfer of publicly traded
securities.

          11. Confidential Information, Non-Competition and Non-Solicitation of
the Company. (a) (i) Executive acknowledges that as a result of his employment
by the Company, the Executive will obtain secret and confidential information as
to the Company and its affiliates, create relationships with customers,
suppliers and other persons dealing with the Company and its affiliates, and the
Company and its affiliates will suffer substantial damage, which would be
difficult to ascertain, if Executive should use such confidential information or
take advantage of such relationships and that because of the nature of the
information that will be known to Executive and the relationships created it is
necessary for the Company and its affiliates to be protected by the prohibition
against Competition as set forth herein, as well as the Confidentiality
restrictions set forth herein.

               (ii) Executive acknowledges that the (a) retention of nonclerical
employees employed by the Company and its affiliates in which the Company and
its affiliates have invested training and depends on for the operation of their
businesses is important to the businesses of the Company and its affiliates,
that Executive will obtain unique information as to such employees as an
executive of the Company and will


                                       11



develop a unique relationship with such persons as a result of being an
executive of the Company and (b) retention of customers by the Company and its
affiliates in which the Company and its affiliates have invested time and
efforts and depends on for the operation of their businesses is important to the
businesses of the Company and its affiliates, that Executive will obtain unique
information as to such customers as an executive of the Company and will develop
a unique relationship with such customers as a result of being an executive of
the Company, therefore, in each case it is necessary for the Company and its
affiliates to be protected from the Executive's Solicitation of such employees
and customers as set forth below.

               (iii) Executive acknowledges that the provisions of this
Agreement are reasonable and necessary for the protection of the businesses of
the Company and its affiliates and that part of the compensation paid under this
Agreement and the agreement to pay severance in certain instances is in
consideration for the agreements in this Section 11.

          (b) Competition shall mean: (i) participating, directly or indirectly,
as an individual proprietor, partners, stockholder, officer, employee, director,
joint venturer, investor, lender, consultant or in any capacity whatsoever,
within the United States of America, in a business in competition with any
business conducted by the Company provided, however, that such participation
shall not include (i) the mere ownership of not more than one percent (1%) of
the total outstanding stock of a publicly held company; or (ii) any activity
engaged in with the prior written approval of the Board.

          (c) Solicitation shall mean: (i) recruiting, soliciting or inducing,
of any nonclerical employee or employees of the Company or its affiliates to
terminate their


                                       12



employment with, or otherwise cease their relationship with, the Company or its
affiliates or hiring or assisting another person or entity to hire any
nonclerical employee of the Company or its affiliates or any person who within
six (6) months before had been a nonclerical employee of the Company or its
affiliates and were recruited or solicited for such employment or other
retention while an employee of the Company or affiliate, or (ii) call upon any
Person who or that is, on the Termination Date, or has been, within one year
prior to the Termination Date, a customer of the Company or an affiliate or a
subsidiary for the purpose of (A) soliciting or selling services in competition
with services that the Company or an affiliate or a subsidiary offers or has
under development on the Termination Date, or (B) causing any such customers to
refrain from doing business with or patronizing the Company or an affiliate or a
subsidiary..

          (d) If any restriction set forth with regard to Competition or
Solicitation is found by any court of competent jurisdiction, or an arbitrator,
to be unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend over the maximum period of time, range of activities or
geographic area as to which it may be enforceable. If any provision of this
Section 11 shall be declared to be invalid or unenforceable, in whole or in
part, as a result of the foregoing, as a result of public policy or for any
other reason, such invalidity shall not affect the remaining provisions of this
Section which shall remain in full force and effect.

          (e) During and after the Employment Term, Executive shall hold in a
fiduciary capacity for the benefit of the Company and its affiliates all secret
or confidential information, knowledge or data relating to the Company and its
affiliates,


                                       13



and their respective businesses, including any confidential information as to
customers of the Company and its affiliates, (i) obtained by Executive during
his employment by the Company and its affiliates and (ii) not otherwise public
knowledge or known within the applicable industry (other than by acts by
Executive in violation of this Agreement). The Executive shall not, without
prior written consent of the Company, unless compelled pursuant to the order of
a court or other governmental or legal body having jurisdiction over such
matter, communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it. In the event Executive is
compelled by order of a court or other governmental or legal body to communicate
or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it, he shall promptly notify the Company of any
such order and he shall cooperate fully with the Company in protecting such
information to the extent possible under applicable law.

          (f) Upon termination of his employment with the Company and its
affiliates, or at any time as the Company may request, the Executive will
promptly deliver to the Company all documents (whether prepared by the Company,
an affiliate, the Executive or a third party) relating to the Company, an
affiliate or any of their businesses or property which he may possess or have
under his direction or control.

          (g) During the Employment Term and for one (1) year following a
termination of Executive's employment for any reason whatsoever, whether by the
Company or by Executive and whether or not for Cause or non-extension of the
Employment Term, Executive will not enter into Competition with the Company or
its affiliates. Furthermore, in the event of any termination of Executive's
employment for


                                       14



any reason whatsoever, whether by the Company or by the Executive and whether or
not for Cause or non-extension of the Employment Term, the Executive for one (1)
year thereafter will not violate paragraph (c) above.

          (h) In the event of a breach or potential breach or threatened breach
of this Section 11, the Executive acknowledges that the Company and its
affiliates will be caused irreparable injury and that money damages may not be
an adequate remedy and agree that the Company and its affiliates shall be
entitled to injunctive relief (in addition to its other remedies at law) to have
the provisions of this Section 11 enforced. It is hereby acknowledged that the
provisions of this Section 11 are for the benefit of the Company and all of the
affiliates of the Company and each such entity may enforce the provisions of
this Section 11 and only the applicable entity can waive the rights hereunder
with respect to its confidential information and employees.

          (i) Furthermore, in the event of breach of this Section 11 by the
Executive, the Company shall suffer substantial damages that may be difficult to
measure. Accordingly, the parties agree that as liquidated damages, and not a
penalty, in the event of breach of the Section 11 by Executive while he is
receiving amounts under Section 8(c) hereof, Executive shall not be entitled to
receive any future amounts pursuant to Section 8(c) hereof and that this
provision shall not be an exclusive remedy.

          12. Executive's Representation. The Executive represents and warrants
to the Company that there is no legal impediment to his performing his
obligations under this Agreement and neither entering into this Agreement nor
performing his contemplated service hereunder will violate any agreement to
which he is a party or any other legal restriction.


                                       15



          13. Miscellaneous.

          (a) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey without reference to
principles of conflict of laws.

          (b) Entire Agreement/Amendments. This Agreement and the instruments
contemplated herein contain the entire understanding of the parties with respect
to the employment of Executive by the Company and supersedes any policy of the
Company with regard to severance payments and any prior agreements between the
Company and Executive with regard to employment or severance. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and therein. This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.

          (c) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any such
waiver must be in writing and signed by Executive or an authorized officer of
the Company, as the case may be.

          (d) Assignment. This Agreement shall not be assignable by Executive.
This Agreement shall be assignable by the Company only to either an entity which
is owned, directly or indirectly, in whole or in part by the Company or by any
successor to the Company or an acquiror of all or substantially all of the
assets of the Company


                                       16



provided such entity or acquiror promptly assumes all of the obligations
hereunder of the Company in a writing delivered to the Executive and otherwise
complies with the provisions hereof with regard to such assumption. Upon such
assignment and assumption, all references to the Company herein shall be to the
assignee entity or acquiror, as the case may be.

          (e) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, and devisees legatees and
permitted assignees of the parties hereto.

          (f) Communications. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i) when faxed or delivered by hand,
provided there is documentation of delivery, or (ii) two business days after
being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the initial page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the Board with a copy to the Vice
President, General Counsel, or to such other address as any party may have
furnished to the other in writing in accordance herewith. Notice of change of
address shall be effective only upon receipt.

          (g) Withholding Taxes. The Company may withhold from any and all
amounts payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.


                                       17



          (h) Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of Executive's employment to the extent
necessary to the agreed preservation of such rights and obligations.

          (i) Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

          (j) Headings. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

For: CommVault Systems, Inc. (the "Company")

/s/ Louis F. Miceli                       2/1/04
- -------------------------------------   ----------------------------------------
Louis F. Miceli                         Date
Vice President,
Chief Financial Officer

/s/ N. Robert Hammer                      2/1/04
- -------------------------------------   ----------------------------------------
N. Robert Hammer                        Date


                                       18

                                                                    Exhibit 10.6

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT, dated as of February 1, 2004 (the "Commencement
Date"), by and between CommVault Systems Inc., a Delaware corporation, with its
principal office at 2 Crescent Place, Oceanport, NJ, 07757 (the "Company"), and
____________, residing at __________________ ("Executive").

     WHEREAS, the Company desires to continue to employ Executive as
___________________________, and

     WHEREAS, Executive desires to enter into this agreement (the "Agreement")
as to the terms of his employment by the Company and his position with the
Company.

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

     1. Term of Employment. Except for earlier termination as provided in
Section 7 hereof, Executive's employment under this Agreement shall be for a
term commencing on the Commencement Date and ending on March 31, 2005 (the
"Initial Term"). Subject to Section 7 hereof, the Initial Term shall be
automatically extended for additional terms of successive one (1) year periods
(the "Additional Term") unless the Company or Executive gives written notice to
the other at least thirty (30) days prior to the expiration of the Initial Term
or the then current Additional Term of the termination


                                       1



of Executive's employment hereunder at the end of such current term. (The
Initial Term and any Additional Term(s) shall hereinafter be referred to as the
"Employment Term".)

     2. Positions. (a) Executive shall continue to serve as the
____________________ of the Company. If requested by the Board of Directors of
the Company (the "Board") or the Chairman of the Board of the Company (the
"Chairman"), the Executive shall also serve as an executive officer or director
of subsidiaries and a director of associated companies of the Company without
additional compensation and subject to any policy of the Compensation Committee
of the Board (the "Compensation Committee") with regard to retention or turnover
of the director's fees.

     (b) Executive shall report to the Chairman, President and Chief Executive
Officer (the "CEO") and shall have such duties and authority consistent with his
then position as shall be assigned to him from time to time by the CEO or the
Board.

     (c) During the Employment Term, Executive shall devote substantially all of
his business time and efforts to the performance of his duties hereunder and use
his best efforts in such endeavors; provided, however, that Executive shall be
allowed, to the extent that such activities do not materially interfere with the
performance of his duties and responsibilities hereunder, to manage his passive
personal investments and to serve on corporate, civic, or charitable boards or
committees. Notwithstanding the foregoing, the Executive shall not serve on any
corporate board of directors if such service would be inconsistent with his
fiduciary responsibilities to the Company and in no event shall Executive serve
on any such board unless approved in writing by the CEO.


                                       2



     3. Base Salary. During the Employment Term, the Company shall pay Executive
a base salary at the annual rate of $231,000. Base salary shall be payable in
accordance with the usual payroll practices of the Company. Executive's Base
Salary shall be subject to annual review by the CEO or his designee. The base
salary as determined as aforesaid from time to time shall constitute "Base
Salary" for purposes of this Agreement.

     4. Incentive Compensation. For each fiscal year or portion thereof during
the Employment Term, Executive shall be eligible to participate in an annual
bonus plan of the Company in accordance with, and subject to the terms of, such
plan, that provides an annualized cash bonus opportunity with a target bonus
potential equal to a percentage of Base Salary (the "Target Bonus").

     5. Employee Benefits and Vacation. (a) During the Employment Term,
Executive shall be entitled to participate in all retirement, savings, incentive
compensation, welfare and other employee benefit plans and arrangements and
fringe benefits and perquisites generally maintained by the Company from time to
time for the benefit of executives of the Company, in accordance with their
respective terms as in effect from time to time (other than any special
arrangement entered into with an executive).

     (b) During the Employment Term, Executive shall be entitled to vacation
each year in accordance with the Company's policies in effect from time to time,
but in no event less than three (3) weeks paid vacation per calendar year. The
Executive shall also be entitled to such periods of sick leave as is customarily
provided by the Company for its senior executive employees.


                                       3



     6. Business Expenses. The Company shall reimburse Executive for the travel,
entertainment and other business expenses incurred by Executive in the
performance of his duties hereunder, in accordance with the Company's policies
as in effect from time to time.

     7. Termination. (a) The employment of Executive under this Agreement shall
terminate upon the occurrence of any of the following events:

          (i) the death of the Executive;

          (ii) the termination of the Executive's employment by the Company due
     to the Executive's Disability pursuant to Section 7(b) hereof;

          (iii) the termination of the Executive's employment by the Company
     without Cause or by the Company in accordance with Section 1 hereof;

          (iv) the termination of the Executive's employment by the Company for
     Cause pursuant to Section 7(c) hereof;

          (v) the retirement of the Executive by the Company at or after his
     sixty-fifth (65th) birthday to the extent such termination is specifically
     permitted as a stated exception from applicable federal and state age
     discrimination laws based on position and retirement benefits.

     (b) Disability. If, by reason of the same or related physical or mental
reasons, Executive is unable to carry out his material duties pursuant to this
Agreement for more than six (6) months in any twelve (12) consecutive month
period, the Company


                                       4



may terminate Executive's employment for Disability upon thirty (30) days prior
written notice, by a Notice of Disability Termination, at any time thereafter
during such twelve (12) month period in which Executive is unable to carry out
his duties as a result of the same or related physical or mental illness. Such
termination shall not be effective if Executive returns to the full time
performance of his material duties within such thirty (30) day notice period. If
Executive is eligible for disability payments prior to said termination under
any disability plan sponsored by the Company, his Base Salary shall be reduced
by the amount of such disability payments.

     (c) Cause. Subject to the notification provisions of Section 7(d) below,
Executive's employment hereunder may be terminated by the Company for Cause. For
purposes of this Agreement, the term "Cause" shall be limited to (i) willful
misconduct by Executive with regard to the business, assets or employees of the
Company; (ii) the refusal or willful failure of Executive to follow the proper
written direction of the CEO or the Board, provided that the foregoing refusal
or willful failure shall not be "Cause" if Executive in good faith believes that
such direction is illegal and promptly so notifies the CEO or the Board; (iii)
continuing refusal or willful failure by the Executive to perform the duties
required of him hereunder (other than any such failure resulting from incapacity
due to physical or mental illness) after a written demand for substantial
performance is delivered to the Executive by the CEO or the Board which
specifically identifies the manner in which it is believed that the Executive
has substantially and continually refused to perform his duties hereunder; (iv)
the Executive pleading nolo contendere or guilty to, or being convicted of, a
felony (other than a traffic infraction); (v) the breach by Executive of any
fiduciary duty owed by Executive to the Company;


                                       5



(vi) your abuse of alcohol or drugs (legal or illegal) that, in the CEO's sole
and absolute judgment, is deemed to materially impair your ability to perform
your duties hereunder; or (vii) Executive's dishonesty, misappropriation or
fraud with regard to the Company (other than good faith expense account
disputes).

     (d) Notice of Termination for Cause. A Notice of Termination for Cause
shall mean a notice that shall indicate the specific termination provision in
Section 7(c) relied upon and shall set forth in reasonable detail the facts and
circumstances which provide for a basis for Termination for Cause. The date of
termination for a Termination for Cause shall be the date indicated in the
Notice of Termination. Any purported Termination for Cause which is held by a
court not to have been based on the grounds set forth in this Agreement or not
to have followed the procedures set forth in this Agreement shall be deemed a
Termination by the Company without Cause.

     8. Consequences of Termination of Employment. (a) Death. If Executive's
employment is terminated during the Employment Term by reason of Executive's
death, the employment period under this Agreement shall terminate without
further obligations to the Executive's legal representatives under this
Agreement or otherwise except for: (i) any compensation earned but not yet paid,
including without limitation, any declared but unpaid bonus for the prior fiscal
year, any amount of Base Salary earned but unpaid, any accrued vacation pay
payable pursuant to the Company's policies and any unreimbursed business
expenses payable pursuant to Section 6, which amounts shall be promptly paid in
a lump sum to Executive's estate; and (ii) any other amounts or benefits owing
to Executive under the then applicable


                                       6



employee benefit plans, long term incentive plans and programs or equity plans
of the Company, which shall be paid in accordance with such plans and programs.

     (b) Disability. If Executive's employment, pursuant to this Agreement, is
terminated by reason of Executive's Disability, Executive shall be entitled to
receive the payments and benefits to which his representatives would be entitled
in the event of a termination of employment by reason of his death (other than
life insurance benefits). Executive shall thereafter be eligible for disability
benefits and entitlements, if any, pursuant to the Company's Human Resource
policies and employee benefit programs.

     (c) Termination by the Company without Cause or by Nonextension of
Employment Term. If (i) Executive's employment with the Company is terminated by
the Company without Cause or (ii) by the Company pursuant to Section 1 hereof
(except as provided in Section 7(a)(v) hereof), the Company shall have no
further obligations to the Executive under this Agreement or otherwise, except
that, subject to Sections 8(e), 9, and 11 hereof, Executive shall be entitled to
receive (A) either equal bi-weekly payments or a lump sum payment, at the
Company's discretion, of an amount equal to one-twenty sixth of Executive's then
Base Salary, but off the employee payroll, for a period of twelve (12) months
following the date of his termination, (B) within five (5) days after such
termination (i) any unreimbursed business expenses payable pursuant to Section
6; and (ii) any Base Salary through the date of termination, and accrued
vacation pay payable pursuant to the Company's policies; (C) any other amounts
or benefits previously accrued on behalf of the Executive under the then
applicable employee benefit plans, incentive plans or programs of the Company
and paid in accordance with such plans and programs; any vested benefit pursuant
to any


                                       7



Company equity plans and paid in accordance with such plans and programs; (D)
payment by the Company of the premiums for the Executive and his dependents
health coverage for twelve (12) months under the Company's health plans which
cover the senior executives of the Company or materially similar benefits.
Payments under (D) above may at the discretion of the Company be made by
continuing participation of Executive in the plan as a terminee, by paying the
applicable COBRA premium for Executive and his dependents, or by covering
Executive and his dependents under substitute arrangements.

     (d) Termination with Cause or Voluntary Resignation or Retirement. If
Executive's employment hereunder is terminated (i) by the Company for Cause,
(ii) voluntarily by the Executive or (iii) by the Company pursuant to Section
7(a)(v) hereof, the Executive shall be entitled to receive only his Base Salary
through the date of termination and any unreimbursed business expenses payable
pursuant to Section 6. Any Executive's rights under any benefit plan of the
Company or any equity plan of the Company following such termination of
employment shall be determined in accordance with the provisions of the
applicable benefit or equity plan.

     (e) Release. Executive agrees that, as a condition to receiving the
payments and benefits provided under Section 8(c) (other than payments provided
under Section 8(c)(B)), he will execute and deliver to the Company a release,
promptly following his final day of employment with the Company, of all claims
of any kind against the Company and its affiliates (including, without
limitation, any civil rights claim) and their officers, directors and employees,
in such form as reasonably requested by the Company.


                                       8



     9. No Mitigation; Set-Off. In the event of any termination of employment
under Section 7, Executive shall be under no obligation to seek other employment
and, subject to Section 11 below, there shall be no offset against any amounts
due Executive under this Agreement on account of any remuneration attributable
to any subsequent employment that Executive may obtain. Any amounts due under
Section 8 are in the nature of severance payments, or liquidated damages, or
both, and are not in the nature of a penalty. Such amounts are inclusive, and in
lieu of any amounts payable under any other salary continuation or cash
severance arrangement of the Company and to the extent paid or provided under
any other such arrangement shall be offset from the amount due hereunder. The
Company shall have no obligations to Executive upon a termination of employment
except as provided in Section 8. If the Executive dies while receiving payments
under Section 8(c), any remaining payments shall be paid to Executive's estate.

     10. Change in Control. Notwithstanding anything to the contrary in this
Agreement, the Executive and the Company acknowledge that the Executive has
entered into an agreement, designated as the Corporate Change of Control
Agreement (the "COC Agreement"), with the terms and conditions applicable to
termination of employment benefits, including, salary continuation in the event
of a change in control (as defined in the COC Agreement) To the extent that the
terms of this Agreement conflict with or overlap with any terms of the COC
Agreement, the terms of the COC Agreement shall control, and only the terms of
the COC Agreement shall be given effect with regard to any benefits paid to the
Executive upon his termination of employment in the event of a change in control
(as defined in the COC Agreement).


                                       9



     11. Confidential Information, Non-Competition and Non-Solicitation of the
Company. (a) (i) Executive acknowledges that as a result of his employment by
the Company, the Executive will obtain secret and confidential information as to
the Company and its affiliates, create relationships with customers, suppliers
and other persons dealing with the Company and its affiliates, and the Company
and its affiliates will suffer substantial damage, which would be difficult to
ascertain, if Executive should use such confidential information or take
advantage of such relationships and that because of the nature of the
information that will be known to Executive and the relationships created it is
necessary for the Company and its affiliates to be protected by the prohibition
against Competition as set forth herein, as well as the Confidentiality
restrictions set forth herein.

          (ii) Executive acknowledges that the (a) retention of nonclerical
employees employed by the Company and its affiliates in which the Company and
its affiliates have invested training and depends on for the operation of their
businesses is important to the businesses of the Company and its affiliates,
that Executive will obtain unique information as to such employees as an
executive of the Company and will develop a unique relationship with such
persons as a result of being an executive of the Company and (b) retention of
customers by the Company and its affiliates in which the Company and its
affiliates have invested time and efforts and depends on for the operation of
their businesses is important to the businesses of the Company and its
affiliates, that Executive will obtain unique information as to such customers
as an executive of the Company and will develop a unique relationship with such
customers as a result of being an executive of the Company, therefore, in each
case it is


                                       10



necessary for the Company and its affiliates to be protected from the
Executive's Solicitation of such employees and customers as set forth below.

          (iii) Executive acknowledges that the provisions of this Agreement are
reasonable and necessary for the protection of the businesses of the Company and
its affiliates and that part of the compensation paid under this Agreement and
the agreement to pay severance in certain instances is in consideration for the
agreements in this Section 11.

     (b) Competition shall mean: (i) participating, directly or indirectly, as
an individual proprietor, partners, stockholder, officer, employee, director,
joint venturer, investor, lender, consultant or in any capacity whatsoever,
within the United States of America, in a business in competition with any
business conducted by the Company provided, however, that such participation
shall not include (i) the mere ownership of not more than one percent (1%) of
the total outstanding stock of a publicly held company; or (ii) any activity
engaged in with the prior written approval of the Board.

     (c) Solicitation shall mean: (i) recruiting, soliciting or inducing, of any
nonclerical employee or employees of the Company or its affiliates to terminate
their employment with, or otherwise cease their relationship with, the Company
or its affiliates or hiring or assisting another person or entity to hire any
nonclerical employee of the Company or its affiliates or any person who within
six (6) months before had been a nonclerical employee of the Company or its
affiliates and were recruited or solicited for such employment or other
retention while an employee of the Company or affiliate, or (ii) call upon any
Person who or that is, on the Termination Date, or has been, within one year
prior to the Termination Date, a customer of the Company or an affiliate


                                       11



or a subsidiary for the purpose of (A) soliciting or selling services in
competition with services that the Company or an affiliate or a subsidiary
offers or has under development on the Termination Date, or (B) causing any such
customers to refrain from doing business with or patronizing the Company or an
affiliate or a subsidiary..

     (d) If any restriction set forth with regard to Competition or Solicitation
is found by any court of competent jurisdiction, or an arbitrator, to be
unenforceable because it extends for too long a period of time or over too great
a range of activities or in too broad a geographic area, it shall be interpreted
to extend over the maximum period of time, range of activities or geographic
area as to which it may be enforceable. If any provision of this Section 11
shall be declared to be invalid or unenforceable, in whole or in part, as a
result of the foregoing, as a result of public policy or for any other reason,
such invalidity shall not affect the remaining provisions of this Section which
shall remain in full force and effect.

     (e) During and after the Employment Term, Executive shall hold in a
fiduciary capacity for the benefit of the Company and its affiliates all secret
or confidential information, knowledge or data relating to the Company and its
affiliates, and their respective businesses, including any confidential
information as to customers of the Company and its affiliates, (i) obtained by
Executive during his employment by the Company and its affiliates and (ii) not
otherwise public knowledge or known within the applicable industry (other than
by acts by Executive in violation of this Agreement). The Executive shall not,
without prior written consent of the Company, unless compelled pursuant to the
order of a court or other governmental or legal body having jurisdiction over
such matter, communicate or divulge any such information, knowledge


                                       12



or data to anyone other than the Company and those designated by it. In the
event Executive is compelled by order of a court or other governmental or legal
body to communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it, he shall promptly notify the
Company of any such order and he shall cooperate fully with the Company in
protecting such information to the extent possible under applicable law.

     (f) Upon termination of his employment with the Company and its affiliates,
or at any time as the Company may request, the Executive will promptly deliver
to the Company all documents (whether prepared by the Company, an affiliate, the
Executive or a third party) relating to the Company, an affiliate or any of
their businesses or property which he may possess or have under his direction or
control.

     (g) During the Employment Term and for one (1) year following a termination
of Executive's employment for any reason whatsoever, whether by the Company or
by Executive and whether or not for Cause or non-extension of the Employment
Term, Executive will not enter into Competition with the Company or its
affiliates. Furthermore, in the event of any termination of Executive's
employment for any reason whatsoever, whether by the Company or by the Executive
and whether or not for Cause or non-extension of the Employment Term, the
Executive for one (1) year thereafter will not violate paragraph (c) above.

     (h) In the event of a breach or potential breach or threatened breach of
this Section 11, the Executive acknowledges that the Company and its affiliates
will be caused irreparable injury and that money damages may not be an adequate
remedy and agree that the Company and its affiliates shall be entitled to
injunctive relief (in


                                       13



addition to its other remedies at law) to have the provisions of this Section 11
enforced. It is hereby acknowledged that the provisions of this Section 11 are
for the benefit of the Company and all of the affiliates of the Company and each
such entity may enforce the provisions of this Section 11 and only the
applicable entity can waive the rights hereunder with respect to its
confidential information and employees.

     (i) Furthermore, in the event of breach of this Section 11 by the
Executive, the Company shall suffer substantial damages that may be difficult to
measure. Accordingly, the parties agree that as liquidated damages, and not a
penalty, in the event of breach of the Section 11 by Executive while he is
receiving amounts under Section 8(c) hereof, Executive shall not be entitled to
receive any future amounts pursuant to Section 8(c) hereof and that this
provision shall not be an exclusive remedy.

     12. Executive's Representation. The Executive represents and warrants to
the Company that there is no legal impediment to his performing his obligations
under this Agreement and neither entering into this Agreement nor performing his
contemplated service hereunder will violate any agreement to which he is a party
or any other legal restriction.

     13. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without reference to
principles of conflict of laws.

     (b) Entire Agreement/Amendments. This Agreement and the instruments
contemplated herein contain the entire understanding of the parties with


                                       14



respect to the employment of Executive by the Company and supersedes any policy
of the Company with regard to severance payments and any prior agreements
between the Company and Executive with regard to employment or severance. There
are no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and therein. This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.

     (c) No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any such
waiver must be in writing and signed by Executive or an authorized officer of
the Company, as the case may be.

     (d) Assignment. This Agreement shall not be assignable by Executive. This
Agreement shall be assignable by the Company only to either an entity which is
owned, directly or indirectly, in whole or in part by the Company or by any
successor to the Company or an acquiror of all or substantially all of the
assets of the Company provided such entity or acquiror promptly assumes all of
the obligations hereunder of the Company in a writing delivered to the Executive
and otherwise complies with the provisions hereof with regard to such
assumption. Upon such assignment and assumption, all references to the Company
herein shall be to the assignee entity or acquiror, as the case may be.

     (e) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon the personal or legal representatives, executors,


                                       15



administrators, successors, heirs, distributees, and devisees legatees and
permitted assignees of the parties hereto.

     (f) Communications. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i) when faxed or delivered by hand,
provided there is documentation of delivery, or (ii) two business days after
being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the initial page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the CEO of the Company with a copy to the
Vice President, General Counsel, or to such other address as any party may have
furnished to the other in writing in accordance herewith. Notice of change of
address shall be effective only upon receipt.

     (g) Withholding Taxes. The Company may withhold from any and all amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.

     (h) Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of Executive's employment to the extent
necessary to the agreed preservation of such rights and obligations.

     (i) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


                                       16



     (j) Headings. The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

For: CommVault Systems, Inc. (the "Company")


- -------------------------------------                       --------------------
N. Robert Hammer                                            Date
President and Chief Executive Officer


- -------------------------------------                       --------------------
                                                            Date


                                       17

                                                                    Exhibit 10.7

                      CORPORATE CHANGE OF CONTROL AGREEMENT
                       EXECUTIVE TERMINATION OF EMPLOYMENT

     This Agreement, dated as of December _________, 1999 between CommVault
Systems, Inc. (the "Company"), a Delaware corporation with offices located at 2
Crescent Place, Oceanport, New Jersey 07757 and _________ (the "Executive"), an
individual residing at _______________________________________.

     WHEREAS, the achievements of the Company to date are attributable, in part,
to the contributions and efforts of the Executive;

     WHEREAS, the Board recognizes that the continued services of Executive are
an essential component of maximizing the value of the Company and in completing
certain potential transactions involving a change in control;

     NOW, THEREFORE, in consideration for the mutual promises contained herein
and to induce the Executive to remain in the employ of the Company, the parties
hereto do hereby agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings for
purposes of this Agreement:

(a)  "Change in Control" shall mean (i) the acquisition by any person, entity or
     group of persons or entities, other than the DLJ Entities and their
     affiliates (including investors in the DLJ Entities) directly or
     indirectly, acting in concert of securities representing fifty percent
     (50%) or more of the combined voting power of the Company's then
     outstanding securities, whether acquired in one transaction or a series of
     transactions, (ii) a merger, consolidation or similar transaction which
     results in the Company's shareholders immediately prior to such transaction
     not holding securities representing fifty percent (50%) or more of the
     total voting power of the outstanding securities of the surviving
     corporation or (iii) a sale of all or substantially all of the Company's
     assets (other than to an entity owned by the Company or under common
     ownership with the Company). Notwithstanding the foregoing, Change in
     Control shall not be deemed any change due to a public offering or any
     transfer of publicly traded securities.

(b)  "Disability" shall mean Executive's inability to perform material duties
     and responsibilities due to the same or related physical or mental reasons
     for more than one hundred and eighty (180) consecutive days in any twelve
     (12) month period.

(c)  "DLJ Entity" means each of DLJ Merchant Banking Partners, L.P., DLJ
     International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant
     Banking Funding, Inc. DLJ Capital Corporation, Sprout Growth II, L.P.,
     Sprout Capital VI, L.P., Sprout CEO Fund L.P., and, to the extent any of
     such entities shall have transferred any of their common stock to any
     Permitted Transferees (as defined in that certain Stockholders Agreement
     dated May 22, 1996 among the DLJ Entities, the Company and others.)

(d)  "For Cause" means a termination by the Company effected by a written notice
     of termination For Cause as a result of Executive's: (i) willful misconduct
     with regard to the Company or its business, assets or employees; (ii)
     refusal to follow the proper written direction of the Board of Directors of
     the Company (the "Board") or a more senior officer of the Company, provided
     that the foregoing refusal shall not be "For Cause" if in good faith
     Executive believes that such direction is illegal, unethical or immoral and
     Executive promptly so notifies the Board or the more senior officer
     (whichever is applicable); (iii) conviction of (or pleading of nolo
     contendere to) a felony (other than a traffic violation); (iv) breach of
     any fiduciary duty owed to the Company or any affiliate; or (v) dishonesty,
     misappropriation or fraud with regard to the Company (other than good faith
     expense account disputes).

(e)  "For Good Reason" means a termination of employment by Executive effected
     by written notice of termination given within sixty (60) days after the
     occurrence of any of the following events: (i) any material diminution of
     Executive's positions, duties, responsibilities or scope of duties or
     responsibilities; (ii) a material diminution in the total compensation
     (i.e. salary, bonus and benefits)



     provided by the Company to Executive; or (iii) a material relocation by the
     Company of Executive's principal office from the location of such office at
     the time of the Change in Control.

(f)  "Options" shall mean any options to acquire securities of the Company now
     or hereafter held by Executive.

(g)  "Severance Compensation" shall mean an amount equal to one and a half (1
     1/2) times the gross amount of (i) the Executive's annual base salary as in
     effect immediately prior to the Change in Control and (ii) all bonus
     payments made to Executive during the twelve (12) months preceding the date
     of the Change in Control.

2. TERMINATION AFTER CHANGE IN CONTROL. The Executive shall be entitled to the
following benefits in the event a Change in Control shall occur and the
Executive's employment is terminated by the Company other than For Cause (other
than a termination resulting from a Disability) or the Executive terminates its
employment with the Company For Good Reason.

     A. Acceleration of Options. Notwithstanding anything to the contrary
contained in (a) any option or similar agreement between Executive and the
Company or (b) any stock option plan of the Company (including the Company's
1996 Stock Option Plan), in the event that a Change in Control shall occur and
Executive's employment is terminated by the Company other than For Cause (other
than a termination resulting from a Disability) or the Executive terminates its
employment with the Company For Good Reason: (i) all Options held by Executive
shall become immediately exercisable notwithstanding any vesting provision or
service requirement previously applicable to the Option; (ii) in the event that
the Change of Control involves a merger, consolidation or similar transaction or
a sale of all or substantially all of the Company's assets, the Company shall
provide adequate written notice and make adequate provision so that Executive
shall have the opportunity to exercise Options prior to the effective date of
the transaction; and, (iii) without duplication of (i) or (ii) above the Company
shall arrange for the surviving or acquiring entity to grant to Executive
substitute options to purchase securities of the surviving or acquiring entity
in exchange for Executive's Options. The underlying securities of such
substitute options shall have a fair market value equal to the fair market value
of the securities subject to the Options (as determined by reference to the
value ascribed to the Company in the transaction which triggers Executive's
rights under this paragraph, as such value may be equitably adjusted by the
Board of Directors to take into account amounts paid or payable for
non-competition consulting and/or similar agreements entered into in connection
with the transaction). The substitute options shall be issued with an aggregate
exercise price equal to the aggregate exercise price of the securities subject
to the Options and with terms and conditions comparable to the terms and
conditions applicable to such Options (other than the terms and conditions
imposed by virtue of this Agreement).

     B. Severance. In the event that a Change in Control occurs and Executive's
employment is terminated by the Company other than For Cause (other than a
termination resulting from a Disability) during the two year period immediately
following the date of the Change in Control; or a Change in Control occurs and
Executive terminates Executive's employment with the Company For Good Reason
during the two year period following the date of the Change in Control, then the
Executive shall be entitled to the applicable: (i) Severance Compensation
payable in a lump sum cash amount within thirty (30) days of the effective date
of termination; and, (ii) health insurance coverage for Executive and his/her
dependents for a period of time equal to the Severance Period, to the extent
possible, on terms comparable to the terms of such coverage in effect on the
date of the Change in Control or the effective date of termination (whichever is
more favorable to Executive).

3. PROTECTED INFORMATION. The Executive hereby recognizes and acknowledges that
during the course of its employment by the Company, the Company will furnish,
disclose or make available to the Executive confidential or proprietary
information related to the Company's business, including, without limitation,
confidential or proprietary information with respect to the Company's
operations, processes, products, inventions, business practices, finances,
principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status,
compensation paid to employees or other terms of employment, that such
confidential or proprietary information has been developed and will be developed
through the Company's expenditure of substantial time and



money, and that all such confidential information could be used by the Executive
and others to compete with the Company. The Executive hereby agrees that all
such confidential or proprietary information shall constitute trade secrets, and
further agrees to use such confidential or proprietary information only for the
purpose of carrying out its duties with the Company and not to directly or
indirectly, disclose, deliver, publish or use such information except pursuant
to section. No information otherwise in the public domain (other than by an act
of Executive in violation hereof) shall be considered confidential. The
Executive agrees that all memoranda, notices, files, records, computer programs
or similar repository and other documents of or containing any such confidential
or proprietary information or trade secrets, made or compiled by the Executive
during the period of its employment or made available to him, shall be the
Company's property and shall be delivered to the Company upon its request
therefor and in any event upon the termination of the Executive's employment
with the Company. The parties hereby stipulate and agree that as between them
the foregoing matters are important, material and confidential proprietary
information and trade secrets and affect the successful conduct of the
businesses of the Company (and any successor or assignee of the Company). The
restrictions in this Section shall survive the termination or expiration of this
Agreement and shall be in addition to any restrictions imposed upon the
Executive by statute or at common law.

4. PROHIBITED SOLICITATION AND COMPETITION. The Executive hereby agrees, in
consideration hereunder and in view of the confidential position to be held by
the Executive hereunder, that at any time during Executive's employment with the
Company and for a period of time equal to the Severance Period following the
Executive's termination of employment, the Executive will not directly or
indirectly without the prior written consent of the Company's Board of
Directors: (i) engage in, or have any interest in, or manage or operate any
person, firm, corporation, partnership or business (whether as director,
officer, employee, agent, representative, partner, security holder, consultant
or otherwise) that engages in any business which then competes with any business
of the Company or any subsidiary anywhere in the world (each, a "Competitor")
(other than beneficial ownership of up to 5% of the outstanding voting stock of
a publicly traded company); or (ii) induce any employee of the Company or its
subsidiaries to terminate such employment or to become employed by any
Competitor. The restrictions in this Section shall survive the termination of
this Agreement and shall be in addition to any restrictions imposed upon the
Executive by statute or at common law.

     The parties hereby acknowledge that the restrictions in this Section have
been specifically negotiated and agreed to by the parties hereto and are limited
only to those restrictions necessary to protect the Company from unfair
competition. The parties hereby agree that in the event the agreement in this
Section shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over
too great a geographical area or by reason of its being too extensive in any
other respect, it will be interpreted to extend only over the maximum period of
time for which it may be enforceable, and/or over the maximum geographical area
as to which it may be enforceable and/or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in
such action. Each provision, paragraph and subparagraph of this Section is
separable from every other provision, paragraph, and subparagraph and
constitutes a separate and distinct covenant.

5. INJUNCTIVE RELIEF. The Executive hereby expressly acknowledges that any
breach or threatened breach by the Executive of any of the terms set forth in
Sections 3 and 4 of this Agreement may result in significant and continuing and
irreparable injury to the Company, the monetary value of which would be
difficult or impossible to establish and that the remedies at law for any such
breach or threatened breach will be inadequate. Therefore, the Executive agrees
that the Company shall be entitled to specific performance and injunctive relief
in a court of appropriate jurisdiction in addition to any other remedy that may
be available at law or in equity. The provisions of this Section shall survive
the Employment Term.

6. TERMINATION. Notwithstanding those Sections herein which specifically survive
termination of this Agreement, this Agreement shall terminate in the event that
Executive's employment with the Company shall terminate for any reason prior to
the date of a Change in Control.



7. NO EFFECT ON OTHER RIGHTS. Nothing contained in this Agreement shall be
construed as limiting or otherwise adversely affecting any of the Executive's
rights under any other agreement or plan in effect as of the date hereof.

8. NO EMPLOYMENT AGREEMENT. It is understood and agreed between Executive and
Company that this Agreement is intended to provide only for certain rights in
the event of a Change in Control. This Agreement shall not be construed as a
contract of employment nor shall anything herein be construed as providing
employment to Executive for any fixed term. Executive acknowledges that he is an
employee at will and that both the Company and the Executive have the absolute
right to terminate the Executive's employment at any time.

9. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns, heirs, executors
and administrators. If any provision of this Agreement shall conflict with or be
contrary to any provision in any other agreement between the Executive and
Company, the terms and conditions of this Agreement shall control. Any
paragraph, sentence, phrase or other provision of this Agreement which is or
becomes in conflict with any applicable statute, rule or other law shall be
deemed, if possible, to be modified or altered to conform thereto or, if not
possible, to be omitted herefrom. If any provision of this Agreement shall be or
become illegal or unenforceable in whole or in part for any reason whatsoever,
the remaining provisions shall nevertheless be deemed valid, binding and
subsisting.

10. GOVERNING LAW. This Agreement has been negotiated and executed within the
State of New Jersey, and the validity, interpretation and enforcement of this
Agreement shall be governed by the laws of the State of New Jersey.

11. NOTICE. Notices authorized or required to be sent pursuant to this Agreement
shall be in writing and sent by personal delivery or postage prepaid, by
Certified or Registered Mail, return receipt requested, directed to the other
party at its address as may be designated by notice from time to time. Notices
to CommVault shall be addressed to the attention of the Chief Executive Officer.
Notice shall be deemed given on the date the envelope in which such notice is
enclosed, as provided above, is deposited for mailing in a mailbox or post
office.

12. HEADINGS. The headings of Sections in this Agreement are for convenience
only and form no part of this Agreement and shall not affect its interpretation.

     IN WITNESS WHEREOF, the parties have executed the Agreement as of the date
first above written.

                                        CommVault Systems, Inc.


                                        By:
                                            ------------------------------------
                                        Its: CEO


                                        Executive


                                        ----------------------------------------

                                                                    Exhibit 10.8

                      CORPORATE CHANGE OF CONTROL AGREEMENT
                       EXECUTIVE TERMINATION OF EMPLOYMENT

     This Agreement, dated as of ______________ between CommVault Systems, Inc.
(the "Company"), a Delaware corporation with offices located at 2 Crescent
Place, Oceanport, New Jersey 07757 and ____________ (the "Executive"), an
individual residing ________________________________.

     WHEREAS, the achievements of the Company to date are attributable, in part,
to the contributions and efforts of the Executive;

     WHEREAS, the Board recognizes that the continued services of Executive are
an essential component of maximizing the value of the Company and in completing
certain potential transactions involving a change in control;

     NOW, THEREFORE, in consideration for the mutual promises contained herein
and to induce the Executive to remain in the employ of the Company, the parties
hereto do hereby agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings for
purposes of this Agreement:

(a)  "Change in Control" shall mean (i) the acquisition by any person, entity or
     group of persons or entities, other than the DLJ Entities and their
     affiliates (including investors in the DLJ Entities) directly or
     indirectly, acting in concert of securities representing fifty percent
     (50%) or more of the combined voting power of the Company's then
     outstanding securities, whether acquired in one transaction or a series of
     transactions, (ii) a merger, consolidation or similar transaction which
     results in the Company's shareholders immediately prior to such transaction
     not holding securities representing fifty percent (50%) or more of the
     total voting power of the outstanding securities of the surviving
     corporation or (iii) a sale of all or substantially all of the Company's
     assets (other than to an entity owned by the Company or under common
     ownership with the Company). Notwithstanding the foregoing, Change in
     Control shall not be deemed any change due to a public offering or any
     transfer of publicly traded securities.

(b)  "Disability" shall mean Executive's inability to perform material duties
     and responsibilities due to the same or related physical or mental reasons
     for more than one hundred and eighty (180) consecutive days in any twelve
     (12) month period.

(c)  "DLJ Entity" means each of DLJ Merchant Banking Partners, L.P., DLJ
     International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant
     Banking Funding, Inc. DLJ Capital Corporation, Sprout Growth II, L.P.,
     Sprout Capital VI, L.P., Sprout CEO Fund L.P., and, to the extent any of
     such entities shall have transferred any of their common stock to any
     Permitted Transferees (as defined in that certain Stockholders Agreement
     dated May 22, 1996 among the DLJ Entities, the Company and others.)

(d)  "For Cause" means a termination by the Company effected by a written notice
     of termination For Cause as a result of Executive's: (i) willful misconduct
     with regard to the Company or its business, assets or employees; (ii)
     refusal to follow the proper written direction of the Board of Directors of
     the Company (the "Board") or a more senior officer of the Company, provided
     that the foregoing refusal shall not be "For Cause" if in good faith
     Executive believes that such direction is illegal, unethical or immoral and
     Executive promptly so notifies the Board or the more senior officer
     (whichever is applicable); (iii) conviction of (or pleading of nolo
     contendere to) a felony (other than a traffic violation); (iv) breach of
     any fiduciary duty owed to the Company or any affiliate; or (v) dishonesty,
     misappropriation or fraud with regard to the Company (other than good faith
     expense account disputes).

(e)  "For Good Reason" means a termination of employment by Executive effected
     by written notice of termination given within sixty (60) days after the
     occurrence of any of the following events: (i) any material diminution of
     Executive's positions, duties, responsibilities or scope of duties or
     responsibilities; (ii) a material diminution in the total compensation
     (i.e. salary, bonus and benefits) provided by the Company to Executive; or
     (iii) a material relocation by the Company of Executive's principal office
     from the location of such office at the time of the Change in Control.



(f)  "Options" shall mean any options to acquire securities of the Company now
     or hereafter held by Executive.

(g)  "Severance Compensation" shall mean an amount equal to one (1) times the
     gross amount of the Executive's annual base salary as in effect immediately
     prior to the Change in Control.

2. TERMINATION AFTER CHANGE IN CONTROL. The Executive shall be entitled to the
following benefits in the event a Change in Control shall occur and the
Executive's employment is terminated by the Company other than For Cause (other
than a termination resulting from a Disability) or the Executive terminates its
employment with the Company For Good Reason.

     A. Acceleration of Options. Notwithstanding anything to the contrary
contained in (a) any option or similar agreement between Executive and the
Company or (b) any stock option plan of the Company (including the Company's
1996 Stock Option Plan), in the event that a Change in Control shall occur and
Executive's employment is terminated by the Company other than For Cause (other
than a termination resulting from a Disability) or the Executive terminates its
employment with the Company For Good Reason: (i) all Options held by Executive
shall become immediately exercisable notwithstanding any vesting provision or
service requirement previously applicable to the Option; (ii) in the event that
the Change of Control involves a merger, consolidation or similar transaction or
a sale of all or substantially all of the Company's assets, the Company shall
provide adequate written notice and make adequate provision so that Executive
shall have the opportunity to exercise Options prior to the effective date of
the transaction; and, (iii) without duplication of (i) or (ii) above the Company
shall arrange for the surviving or acquiring entity to grant to Executive
substitute options to purchase securities of the surviving or acquiring entity
in exchange for Executive's Options. The underlying securities of such
substitute options shall have a fair market value equal to the fair market value
of the securities subject to the Options (as determined by reference to the
value ascribed to the Company in the transaction which triggers Executive's
rights under this paragraph, as such value may be equitably adjusted by the
Board of Directors to take into account amounts paid or payable for
non-competition consulting and/or similar agreements entered into in connection
with the transaction). The substitute options shall be issued with an aggregate
exercise price equal to the aggregate exercise price of the securities subject
to the Options and with terms and conditions comparable to the terms and
conditions applicable to such Options (other than the terms and conditions
imposed by virtue of this Agreement).

     B. Severance. In the event that a Change in Control occurs and Executive's
employment is terminated by the Company other than For Cause (other than a
termination resulting from a Disability) during the two year period immediately
following the date of the Change in Control; or a Change in Control occurs and
Executive terminates Executive's employment with the Company For Good Reason
during the two year period following the date of the Change in Control, then the
Executive shall be entitled to the applicable: (i) Severance Compensation
payable in a lump sum cash amount within thirty (30) days of the effective date
of termination; and, (ii) health insurance coverage for Executive and his/her
dependents for a period of time equal to the Severance Period, to the extent
possible, on terms comparable to the terms of such coverage in effect on the
date of the Change in Control or the effective date of termination (whichever is
more favorable to Executive).

3. PROTECTED INFORMATION. The Executive hereby recognizes and acknowledges that
during the course of its employment by the Company, the Company will furnish,
disclose or make available to the Executive confidential or proprietary
information related to the Company's business, including, without limitation,
confidential or proprietary information with respect to the Company's
operations, processes, products, inventions, business practices, finances,
principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status,
compensation paid to employees or other terms of employment, that such
confidential or proprietary information has been developed and will be developed
through the Company's expenditure of substantial time and money, and that all
such confidential information could be used by the Executive and others to
compete with the Company. The Executive hereby agrees that all such confidential
or proprietary information shall constitute trade secrets, and further agrees to
use such confidential or proprietary information only for the purpose of
carrying out its duties with the Company and not to directly or indirectly,
disclose, deliver,



publish or use such information except pursuant to section. No information
otherwise in the public domain (other than by an act of Executive in violation
hereof) shall be considered confidential. The Executive agrees that all
memoranda, notices, files, records, computer programs or similar repository and
other documents of or containing any such confidential or proprietary
information or trade secrets, made or compiled by the Executive during the
period of its employment or made available to him, shall be the Company's
property and shall be delivered to the Company upon its request therefor and in
any event upon the termination of the Executive's employment with the Company.
The parties hereby stipulate and agree that as between them the foregoing
matters are important, material and confidential proprietary information and
trade secrets and affect the successful conduct of the businesses of the Company
(and any successor or assignee of the Company). The restrictions in this Section
shall survive the termination or expiration of this Agreement and shall be in
addition to any restrictions imposed upon the Executive by statute or at common
law.

4. PROHIBITED SOLICITATION AND COMPETITION. The Executive hereby agrees, in
consideration hereunder and in view of the confidential position to be held by
the Executive hereunder, that at any time during Executive's employment with the
Company and for a period of time equal to the Severance Period following the
Executive's termination of employment, the Executive will not directly or
indirectly without the prior written consent of the Company's Board of
Directors: (i) engage in, or have any interest in, or manage or operate any
person, firm, corporation, partnership or business (whether as director,
officer, employee, agent, representative, partner, security holder, consultant
or otherwise) that engages in any business which then competes with any business
of the Company or any subsidiary anywhere in the world (each, a "Competitor")
(other than beneficial ownership of up to 5% of the outstanding voting stock of
a publicly traded company); or (ii) induce any employee of the Company or its
subsidiaries to terminate such employment or to become employed by any
Competitor. The restrictions in this Section shall survive the termination of
this Agreement and shall be in addition to any restrictions imposed upon the
Executive by statute or at common law.

     The parties hereby acknowledge that the restrictions in this Section have
been specifically negotiated and agreed to by the parties hereto and are limited
only to those restrictions necessary to protect the Company from unfair
competition. The parties hereby agree that in the event the agreement in this
Section shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over
too great a geographical area or by reason of its being too extensive in any
other respect, it will be interpreted to extend only over the maximum period of
time for which it may be enforceable, and/or over the maximum geographical area
as to which it may be enforceable and/or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in
such action. Each provision, paragraph and subparagraph of this Section is
separable from every other provision, paragraph, and subparagraph and
constitutes a separate and distinct covenant.

5. INJUNCTIVE RELIEF. The Executive hereby expressly acknowledges that any
breach or threatened breach by the Executive of any of the terms set forth in
Sections 3 and 4 of this Agreement may result in significant and continuing and
irreparable injury to the Company, the monetary value of which would be
difficult or impossible to establish and that the remedies at law for any such
breach or threatened breach will be inadequate. Therefore, the Executive agrees
that the Company shall be entitled to specific performance and injunctive relief
in a court of appropriate jurisdiction in addition to any other remedy that may
be available at law or in equity. The provisions of this Section shall survive
the Employment Term.

6. TERMINATION. Notwithstanding those Sections herein which specifically survive
termination of this Agreement, this Agreement shall terminate in the event that
Executive's employment with the Company shall terminate for any reason prior to
the date of a Change in Control.



7. NO EFFECT ON OTHER RIGHTS. Nothing contained in this Agreement shall be
construed as limiting or otherwise adversely affecting any of the Executive's
rights under any other agreement or plan in effect as of the date hereof.

8. NO EMPLOYMENT AGREEMENT. It is understood and agreed between Executive and
Company that this Agreement is intended to provide only for certain rights in
the event of a Change in Control. This Agreement shall not be construed as a
contract of employment nor shall anything herein be construed as providing
employment to Executive for any fixed term. Executive acknowledges that he is an
employee at will and that both the Company and the Executive have the absolute
right to terminate the Executive's employment at any time.

9. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns, heirs, executors
and administrators. If any provision of this Agreement shall conflict with or be
contrary to any provision in any other agreement between the Executive and
Company, the terms and conditions of this Agreement shall control. Any
paragraph, sentence, phrase or other provision of this Agreement which is or
becomes in conflict with any applicable statute, rule or other law shall be
deemed, if possible, to be modified or altered to conform thereto or, if not
possible, to be omitted herefrom. If any provision of this Agreement shall be or
become illegal or unenforceable in whole or in part for any reason whatsoever,
the remaining provisions shall nevertheless be deemed valid, binding and
subsisting.

10. GOVERNING LAW. This Agreement has been negotiated and executed within the
State of New Jersey, and the validity, interpretation and enforcement of this
Agreement shall be governed by the laws of the State of New Jersey.

11. NOTICE. Notices authorized or required to be sent pursuant to this Agreement
shall be in writing and sent by personal delivery or postage prepaid, by
Certified or Registered Mail, return receipt requested, directed to the other
party at its address as may be designated by notice from time to time. Notices
to CommVault shall be addressed to the attention of the Chief Executive Officer.
Notice shall be deemed given on the date the envelope in which such notice is
enclosed, as provided above, is deposited for mailing in a mailbox or post
office.

12. HEADINGS. The headings of Sections in this Agreement are for convenience
only and form no part of this Agreement and shall not affect its interpretation.

     IN WITNESS WHEREOF, the parties have executed the Agreement as of the date
first above written.

                                        CommVault Systems, Inc.


                                        By:
                                            ------------------------------------
                                        Its: CEO

                                        Executive

                                        ----------------------------------------

                                                                    EXHIBIT 10.9

COMMVAULT SYSTEMS, INC.

INDEMNITY AGREEMENT

This Indemnity Agreement (this "Agreement"), dated as of February __, 2004, is
made by and between CommVault Systems, Inc., a Delaware corporation (the
"Company"), and _________________, a director and/or officer of the Company (the
"Indemnitee").

RECITALS

     A. The Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors or officers of corporations unless
they are protected by comprehensive liability insurance and/or indemnification,
due to increased exposure to litigation costs and risks resulting from their
service to such corporations, and due to the fact that the exposure frequently
bears no reasonable relationship to the compensation of such directors and
officers;

     B. Based upon their experience as business managers, the Board of Directors
of the Company (the "Board") has concluded that, to retain and attract talented
and experienced individuals to serve as officers and directors of the Company,
and to encourage such individuals to take the business risks necessary for the
success of the Company, it is necessary for the Company contractually to
indemnify officers and directors and to assume for itself maximum liability for
expenses and damages in connection with claims against such officers and
directors in connection with their service to the Company;

     C. Section 145 of the General Corporation Law of Delaware, under which the
Company is organized ("Section 145"), empowers the Company to indemnify by
agreement its officers, directors, employees and agents, and persons who serve,
at the request of the Company, as directors, officers, employees or agents of
other corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not exclusive; and

     D. The Company desires and has requested the Indemnitee to serve or
continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the
Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:

1. DEFINITIONS.

     1.1 Agent. For the purposes of this Agreement, "agent" of the Company means
any person who is or was a director or officer of the Company or a subsidiary of
the Company; or is or was serving at the request of, for the convenience of, or
to represent the interest of the Company or a subsidiary of the Company as a
director or officer of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or an affiliate of the Company. The
term "enterprise" includes any employee benefit plan of the Company, its
subsidiaries, affiliates and predecessor corporations.

     1.2 Expenses. For purposes of this Agreement, "expenses" includes all
direct and indirect



costs of any type or nature whatsoever (including, without limitation, all
attorneys' fees and related disbursements and other out-of-pocket costs)
actually and reasonably incurred by the Indemnitee in connection with the
investigation, defense or appeal of a proceeding or establishing or enforcing a
right to indemnification or advancement of expenses under this Agreement,
Section 145 or otherwise; provided, however, that expenses shall not include
certain judgments, fines, ERISA excise taxes or penalties or amounts paid in
settlement of a proceeding.

     1.3 Proceeding. For the purposes of this Agreement, "proceeding" means any
threatened, pending or completed action, suit or other proceeding, whether
civil, criminal, administrative, investigative or any other type whatsoever.

     1.4 Subsidiary. For purposes of this Agreement, "subsidiary" means any
corporation of which more than 50% of the outstanding voting securities is owned
directly or indirectly by the Company, by the Company and one or more of its
subsidiaries or by one or more of the Company's subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve and/or continue to serve
as an agent of the Company, at the will of the Company (or under separate
agreement, if such agreement exists), in the capacity the Indemnitee currently
serves as an agent of the Company, faithfully and to the best of his ability, so
long as he is duly appointed or elected and qualified in accordance with the
applicable provisions of the charter documents of the Company or any subsidiary
of the Company; provided, however, that the Indemnitee may at any time and for
any reason resign from such position (subject to any contractual obligation that
the Indemnitee may have assumed apart from this Agreement), and the Company or
any subsidiary shall have no obligation under this Agreement to continue the
Indemnitee in any such position.

3. DIRECTORS' AND OFFICERS' INSURANCE. The Company shall, to the extent that the
Board determines it to be economically reasonable, maintain a policy of
directors' and officers' liability insurance ("D&O Insurance"), on such terms
and conditions as may be approved by the Board.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall
indemnify the Indemnitee:

     4.1 Third Party Actions. If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the Company) by reason of the fact that he is or
was an agent of the Company, or by reason of anything done or not done by him in
any such capacity, (a) against any and all expenses and liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) actually and reasonably incurred by
him in connection with the investigation, defense, settlement or appeal of such
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and

     4.2 Derivative Actions. If the Indemnitee is a person who was or is a party
or is threatened to be made a party to any proceeding by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was an agent of the Company, or by reason of anything done or not done by him in
any such capacity, against any amounts paid in settlement of any such proceeding
and all expenses actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding if he acted in
good faith



and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company; except that no indemnification under this subsection
shall be made in respect of any claim, issue or matter as to which such person
shall have been finally adjudged to be liable to the Company by a court of
competent jurisdiction, unless and only to the extent that the Court of Chancery
or the court in which such proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such amounts which the Court of Chancery or such other court shall
deem proper; and

     4.3 Exception for Amounts Covered by Insurance. Notwithstanding the
foregoing, the Company shall not be obligated to indemnify the Indemnitee for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) to the extent such have been paid directly to the Indemnitee by D&O
Insurance.

5. PARTIAL INDEMNIFICATION AND CONTRIBUTION.

     5.1 Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) incurred by him in the investigation, defense, settlement or
appeal of a proceeding but is not entitled, however, to indemnification for all
of the total amount thereof, then the Company shall nevertheless indemnify the
Indemnitee for such total amount except as to the portion thereof to which the
Indemnitee is not entitled to indemnification.

     5.2 Contribution. If the Indemnitee is not entitled to the indemnification
provided in Section 4 for any reason, then in respect of any threatened, pending
or completed proceeding in which the Company is jointly liable with the
Indemnitee (or would be if joined in such proceeding), the Company shall
contribute to the amount of expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by the Indemnitee in such proportion as is appropriate to reflect (i)
the relative benefits received by the Company on the one hand and the Indemnitee
on the other hand from the transaction from which such proceeding arose and (ii)
the relative fault of the Company on the one hand and of the Indemnitee on the
other hand in connection with the events which resulted in such expenses,
judgments, fines or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the
Indemnitee on the other hand shall be determined by reference to, among other
things, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent the circumstances resulting in such expenses,
judgments, fines or settlement amounts. The Company agrees that it would not be
just and equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or any other method of allocation which does not take
account of the foregoing equitable considerations.

6. MANDATORY ADVANCEMENT OF EXPENSES.

     6.1 Advancement. Subject to Section 9 below, the Company shall advance all
expenses incurred by the Indemnitee in connection with the investigation,
defense, settlement or appeal of any proceeding to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that the
Indemnitee is or was an agent of the Company or by reason of anything done or
not done by him in any such capacity. The Indemnitee hereby undertakes to
promptly repay such



amounts advanced only if, and to the extent that, it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement, the Certificate of Incorporation or
Bylaws of the Company, the General Corporation Law of Delaware or otherwise. The
advances to be made hereunder shall be paid by the Company to the Indemnitee
within thirty (30) days following delivery of a written request therefor by the
Indemnitee to the Company.

     6.2 Exception. Notwithstanding the foregoing provisions of this Section 6,
the Company shall not be obligated to advance any expenses to the Indemnitee
arising from a lawsuit filed directly by the Company against the Indemnitee if
an absolute majority of the members of the Board reasonably determines in good
faith, within thirty (30) days of the Indemnitee's request to be advanced
expenses, that the facts known to them at the time such determination is made
demonstrate clearly and convincingly that the Indemnitee acted in bad faith and
in a manner opposed to the best interests of the Company. If such a
determination is made, the Indemnitee may have such decision reviewed by another
forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all
references therein to "indemnification" being deemed to refer to "advancement of
expenses," and the burden of proof shall be on the Company to demonstrate
clearly and convincingly that, based on the facts known at the time, the
Indemnitee acted in bad faith and in a manner opposed to the best interests of
the Company. The Company may not avail itself of this Section 6.2 as to a given
lawsuit if, at any time after the occurrence of the activities or omissions that
are the primary focus of the lawsuit, the Company has undergone a change in
control. For this purpose, a change in control shall mean a given person or
group of affiliated persons or groups increasing their beneficial ownership
interest in the Company by at least twenty (20) percentage points.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

     7.1 Promptly after receipt by the Indemnitee of notice of the commencement
of or the threat of commencement of any proceeding, the Indemnitee shall, if the
Indemnitee believes that indemnification with respect thereto may be sought from
the Company under this Agreement, notify the Company of the commencement or
threat of commencement thereof.

     7.2 If, at the time of the receipt of a notice of the commencement of a
proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in
effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such D&O Insurance policies.

     7.3 In the event the Company shall be obligated to advance the expenses for
any proceeding against the Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such proceeding, with counsel approved by the
Indemnitee (which approval shall not be unreasonably withheld), upon the
delivery to the Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the Indemnitee with respect to the same proceeding, provided that: (a) the
Indemnitee shall have the right to employ his own counsel in any such proceeding
at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ
his own counsel in connection with any such proceeding, at the expense of the
Company, if such counsel serves in a review, observer, advice and counseling
capacity and does not



otherwise materially control or participate in the defense of such proceeding;
and (c) if (i) the employment of counsel by the Indemnitee has been previously
authorized by the Company, (ii) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of any such defense or (iii) the Company shall not, in fact, have
employed counsel to assume the defense of such proceeding, then the fees and
expenses of the Indemnitee's counsel shall be at the expense of the Company.

8. DETERMINATION OF RIGHT TO INDEMNIFICATION.

     8.1 To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this
Agreement or in the defense of any claim, issue or matter described therein, the
Company shall indemnify the Indemnitee against expenses actually and reasonably
incurred by him in connection with the investigation, defense or appeal of such
proceeding, or such claim, issue or matter, as the case may be.

     8.2 In the event that Section 8.1 is inapplicable, or does not apply to the
entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless
the Company shall prove by clear and convincing evidence to a forum listed in
Section 8.3 below that the Indemnitee has not met the applicable standard of
conduct required to entitle the Indemnitee to such indemnification.

     8.3 The Indemnitee shall be entitled to select the forum in which the
validity of the Company's claim under Section 8.2 hereof that the Indemnitee is
not entitled to indemnification will be heard from among the following, except
that the Indemnitee can select a forum consisting of the stockholders of the
Company only with the approval of the Company:

     (a) A quorum of the Board consisting of directors who are not parties to
the proceeding for which indemnification is being sought;

     (b) The stockholders of the Company;

     (c) Legal counsel mutually agreed upon by the Indemnitee and the Board,
which counsel shall make such determination in a written opinion;

     (d) A panel of three arbitrators, one of whom is selected by the Company,
another of whom is selected by the Indemnitee and the last of whom is selected
by the first two arbitrators so selected; or

     (e) The Court of Chancery of Delaware or other court having jurisdiction of
subject matter and the parties.

     8.4 As soon as practicable, and in no event later than thirty (30) days
after the forum has been selected pursuant to Section 8.3 above, the Company
shall, at its own expense, submit to the selected forum its claim that the
Indemnitee is not entitled to indemnification, and the Company shall act in the
utmost good faith to assure the Indemnitee a complete opportunity to defend
against such claim.

     8.5 If the forum selected in accordance with Section 8.3 hereof is not a
court, then after the final decision of such forum is rendered, the Company or
the Indemnitee shall have the right to apply to the Court of Chancery of
Delaware, the court in which the proceeding giving rise to the Indemnitee's
claim for indemnification is or was pending or any other court of competent
jurisdiction, for the purpose of appealing the decision of such forum, provided
that such right is executed within sixty (60) days after the final decision of
such forum is rendered. If the forum selected in accordance with Section 8.3
hereof is a court, then the rights of the Company or the Indemnitee to appeal
any decision of such court shall be governed by the applicable laws and



rules governing appeals of the decision of such court.

     8.6 Notwithstanding any other provision in this Agreement to the contrary,
the Company shall indemnify the Indemnitee against all expenses incurred by the
Indemnitee in connection with any hearing or proceeding under this Section 8
involving the Indemnitee and against all expenses incurred by the Indemnitee in
connection with any other proceeding between the Company and the Indemnitee
involving the interpretation or enforcement of the rights of the Indemnitee
under this Agreement unless a court of competent jurisdiction finds that each of
the material claims and/or defenses of the Indemnitee in any such proceeding was
frivolous or not made in good faith.

9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of this Agreement:

     9.1 Claims Initiated by Indemnitee. To indemnify or advance expenses to the
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, except with respect to
proceedings specifically authorized by the Board or brought to establish or
enforce a right to indemnification and/or advancement of expenses arising under
this Agreement, the charter documents of the Company or any subsidiary or any
statute or law or otherwise, but such indemnification or advancement of expenses
may be provided by the Company in specific cases if the Board finds it to be
appropriate; or

     9.2 Unauthorized Settlements. To indemnify the Indemnitee hereunder for any
amounts paid in settlement of a proceeding unless the Company consents in
advance in writing to such settlement, which consent shall not be unreasonably
withheld; or

     9.3 Securities Law Actions. To indemnify the Indemnitee on account of any
suit in which judgment is rendered against the Indemnitee for an accounting of
profits made from the purchase or sale by the Indemnitee of securities of the
Company pursuant to the provisions of Section l6(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any federal, state
or local statutory law; or

     9.4 Unlawful Indemnification. To indemnify the Indemnitee if a final
decision by a court having jurisdiction in the matter shall determine that such
indemnification is not lawful. In this respect, the Company and the Indemnitee
have been advised that the Securities and Exchange Commission takes the position
that indemnification for liabilities arising under the federal securities laws
is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication.

     9.5 Solicitation of Proxies. To indemnify the Indemnitee on account of any
solicitation of proxies by Indemnitee, or by a group of which he was or became a
member consisting of two or more persons that had agreed (whether formally or
informally and whether or not in writing) to act together for the purpose of
soliciting proxies, in opposition to any solicitation of proxies approved by the
Board of Directors.

     9.6 Breach of Agreement. To indemnify the Indemnitee for any activities by
Indemnitee that constitute a breach of or default under any agreement between
Indemnitee and the Company.

10. NON-EXCLUSIVITY. The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed exclusive of any other
rights which the Indemnitee may have under any provision of law, the Company's
Certificate of Incorporation or



Bylaws, the vote of the Company's stockholders or disinterested directors, other
agreements or otherwise, both as to action in the Indemnitee's official capacity
and to action in another capacity while occupying his position as an agent of
the Company, and the Indemnitee's rights hereunder shall continue after the
Indemnitee has ceased acting as an agent of the Company and shall inure to the
benefit of the heirs, executors and administrators of the Indemnitee.

11. GENERAL PROVISIONS

     11.1 Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of expenses to the Indemnitee to the fullest
extent now or hereafter permitted by law, except as expressly limited herein.

     11.2 Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever, then:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, all portions of any paragraphs of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraphs of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and to give
effect to Section 11.1 hereof.

     11.3 Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver.

     11.4 Subrogation. In the event of full payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary or desirable to secure such rights and
to enable the Company effectively to bring suit to enforce such rights.

     11.5 Counterparts. This Agreement may be executed in one or more
counter-parts, which shall together constitute one agreement.

     11.6 Successors and Assigns. The terms of this Agreement shall bind, and
shall inure to the benefit of, the successors and assigns of the parties hereto.

     11.7 Notice. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given: (a) if
delivered by hand and receipted for by the party addressee; or (b) if mailed by
certified or registered mail, with postage prepaid, on the third business day
after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement or as subsequently modified by written notice.

     11.8 Governing Law. This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware.

     11.9 Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably



consent to the jurisdiction of the courts of the State of Delaware for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement.

     11.10 Attorneys' Fees. In the event Indemnitee is required to bring any
action to enforce rights under this Agreement (including, without limitation,
the expenses of any Proceeding described in Section 3), the Indemnitee shall be
entitled to all reasonable fees and expenses in bringing and pursuing such
action, unless a court of competent jurisdiction finds each of the material
claims of the Indemnitee in any such action was frivolous and not made in good
faith.

IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity
Agreement effective as of the date first written above.

COMMVAULT SYSTEMS, INC.                 INDEMNITEE:
A DELAWARE CORPORATION


By:                                     By:
   ----------------------------------       ------------------------------------
Title:
       ------------------------------

Address:                                Address:
         ----------------------------            -------------------------------

         ----------------------------            -------------------------------

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 21.1

                     SUBSIDIARIES OF COMMVAULT SYSTEMS, INC.



Subsidiary                                      Jurisdiction of Organization
- ---------------------------------------------   ----------------------------
                                             
CommVault Systems (Canada) Inc                  Ontario
CommVault Systems Mexico S. de R.L. de C.V.     Mexico
CommVault Holding Company B.V.                  The Netherlands
CommVault Systems Netherlands B.V.              The Netherlands
CommVault Systems International B.V.            The Netherlands
CommVault Systems (India) Private Limited       India
Commvault Systems (Australia) Pty. Ltd.         Australia
CommVault Systems (Singapore) Private Limited   Singapore
CommVault Systems Limited                       England
CommVault Systems Gmbh                          Germany
CommVault Systems Sarl                          France