Form Of Subscription Agreement

Exhibit 10.4B


SAMPLE SUBSCRIPTION AGREEMENT
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ALTIRIS, INC.


2002 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION AGREEMENT


Offering Date:
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Original Application -----
Change in Payroll Deduction Rate -----
Change of Beneficiary(ies) -----


1. hereby elects to participate in the Altiris, Inc. 2002
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Employee Stock Purchase Plan (the "Plan") and subscribes to purchase shares
of the Company's Common Stock in accordance with this Subscription
Agreement and the Plan.


2. I hereby authorize payroll deductions from each paycheck in the amount of
% of my Compensation on each payday (from 0 to 10%) during the Offering
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Period in accordance with the Plan. (Please note that no fractional
percentages are permitted.)


3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Plan. I understand that if I do not
withdraw from an Offering Period, any accumulated payroll deductions will
be used to automatically exercise my option.


4. I have received a copy of the complete Plan. I understand that my
participation in the Plan is in all respects subject to the terms of the
Plan. I understand that my ability to exercise the option under this
Subscription Agreement is subject to shareholder approval of the Plan.


5. Shares of Common Stock purchased for me under the Plan should be issued in
the name(s) of Employee or Employee and Spouse only.


6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Offering Date (the first day of the Offering
Period during which I purchased such shares) or one year after the Exercise
Date, I will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition in an amount equal to the
excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I hereby agree
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