Common use of No Retention Clause in Contracts

No Retention. Rights Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. Adjustments In the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividend, or a merger or a reorganization of the Company, the forfeiture provisions described above will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the Shares. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).

No Retention. Rights Neither your this Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary any Subsidiary or Affiliate of the Company in any capacity. The Company and its subsidiaries Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause. You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments In The number of RSUs covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividendand in other circumstances, or a merger or a reorganization of as set forth in the Company, the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units or securities or other assets to which you are entitled by reason of your ownership of the Sharesthis Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall will be given in writing writing, including electronically, and shall will be deemed effectively given upon the earliest of personal delivery, electronic delivery to the email address assigned to you by the Company or provided by you to the Company, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard The Company may, in its sole discretion, deliver any documents related to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend current or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that future participation in the Plan ceases upon termination by electronic means. By accepting this Award, you hereby: (1) consent to receive such documents by electronic means; (2) consent to the use of your Service for any reason, except as may explicitly be provided otherwise electronic signatures; and (3) agree to participate in the Plan and/or receive any such documents through an online or this Agreement. You hereby authorize electronic system established and direct your employer to disclose to maintained by the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that a third party designated by the Company, your employer including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”)conditions. You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management Section 409A of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. Code This Agreement and the Plan constitute RSUs are intended to be exempt from the entire understanding between you application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the Company regarding this Award. Any prior agreementsRSUs are subject to, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by and not exempt from, Section 409A of the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the AgreementCode, this Agreement and the RSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be amended made to this Agreement to avoid adverse tax consequences to you under Section 409A. If it is determined that the RSUs are deferred compensation subject to Section 409A of the Code and you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only by another written agreement, signed by if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you and in respect of the CompanyShares under Section 409A of the Code. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock Each installment of Violin Memory, Inc. (the Shares that vests is intended to constitute a “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

No Retention. Rights Neither your this Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary any Subsidiary or Affiliate of the Company in any capacity. The Company and its subsidiaries Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause. You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments In The number of Restricted Shares covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividendand in other circumstances, or a merger or a reorganization of as set forth in the Company, the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted shares or securities or other assets to which you are entitled by reason of your ownership of the Sharesthis Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Governing Plan Document This Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of this Agreement, the Notice Any notice required of Restricted Award, and those of the Plan, the provisions of the Plan will control. Severability In the event that all or permitted under any part of this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaidPlan is declared by any court or governmental authority to be unlawful or invalid, addressed such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any section of this Agreement (or part of such a section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the other party hereto at terms of such section or part of a section to the address last known in fullest extent possible while remaining lawful and valid. Recoupment This Award is subject to the terms of the Company’s records recoupment, clawback or at such other address similar policy as such party it may designate by ten (10) days’ advance written notice be in effect from time to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the State Award and repayment or forfeiture of California (without regard to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual Shares or other right to receive additional grants of awards (cash or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT property received with respect to the Award (including any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion value received from a disposition of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”Shares).

No Retention. Rights Neither your Award nor this This Agreement gives and the grant evidenced hereby do not give you the right to be employed or retained by the Company Partnership or a subsidiary of the Company an Affiliate in any capacity. The Company Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and its subsidiaries reserve you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time, with or without cause. Adjustments In the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividend, or a merger or a reorganization of the Company, the forfeiture provisions described above will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the Shares. Successors time and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party heretofor any reason. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to their choice-of-the substantive law provisions)of another jurisdiction. Miscellaneous You understand Transferability The LTIP Units and acknowledge that (i) Plan Class A Units may not be transferred or assigned except with the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion consent of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writingBoard. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All Certain capitalized terms used in this Agreement shall are defined in the Plan, and have the meanings assigned to them meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and the Company Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Data Privacy In order to administer the Plan, the Partnership, its General Partner and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement may and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be amended deemed appropriate by the Committee without your consent; howeverPartnership, if General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would materially impair your rights be a Separation from Service within the meaning of Section 409A. Anti-dilution Adjustments Any numbers contained in this Award Agreement that refer to a specific amount of units or obligations under that reflect a “per-unit” calculation, except to the extent that such numbers are as of or prior to the date of this Award Agreement or are used as hypothetical examples, are subject to adjustment upon subdivisions, combinations, reclassifications, unit distributions or similar dilution events with respect to the outstanding units of the Partnership. By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan and the LLC Agreement. EXHIBIT A FORM OF MEMBER SIGNATURE PAGE The Grantee, desiring to become a member of QualityTech Employee Pool, LLC, hereby accepts all of the terms and conditions of, and becomes a party to, the Limited Liability Company Agreement of Quality Tech Employee Pool, LLC (as amended from time to time, the “LLC Agreement”). The Grantee agrees that this Agreement signature page may be amended only by another written agreementattached to any counterpart of the LLC Agreement. Signature Line for Grantee: Name: Date: Address of Member: EXHIBIT B [VESTING SCHEDULE] EXHIBIT C GRANTEE’S COVENANTS, signed by you REPRESENTATIONS AND WARRANTIES The Grantee hereby represents, warrants and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).covenants as follows:

No Retention. Rights Neither your Award nor this This Agreement gives is not an employment or consulting agreement and does not give you the right to be employed or retained in any capacity by the Company or a subsidiary of the Company in any capacityCompany. The Company and its subsidiaries reserve reserves the right to terminate your Service at any time, with or without causetime and for any reason. Adjustments In If any change in the event of a outstanding Common Stock subject to this award results from any stock split, a reverse stock dividend or a similar change in Company split, combination, consolidation, spin-off, recapitalization, exchange of Shares, or an extraordinary dividendany capital adjustment or transaction similar to the foregoing or any distribution to holders of Common Stock other than regular cash dividends, then (A) the number, kind and class of Shares covered by this award and (B) any other affected terms of this award, shall be proportionally adjusted to prevent dilution or a merger or a reorganization enlargement of rights. No adjustment shall result in any fractional Stock Units remaining after the Company, Award is adjusted and any such fractional amount shall be settled within 30 days by the forfeiture provisions described above will apply to all new, substitute or additional securities Company with cash or other assets property. Legends All certificates representing the Common Stock issued under this award may, where applicable, have endorsed thereon the following legends and any other legend the Company determines appropriate: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." Notice Any notice to which you are entitled by reason of your ownership of be given or delivered to the Shares. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of Company relating to this Agreement shall be binding upon in writing and inure addressed to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assignsCompany at its principal corporate offices. Notice Any notice required to be given or permitted under delivered to you relating to this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or you at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding which you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of advise the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement notices shall have the meanings assigned to them be deemed effective upon personal delivery or upon deposit in the Plan. This Agreement U.S. mail, postage prepaid and properly addressed to the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may party to be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”)notified.

No Retention. Rights Neither your Award nor this This Agreement gives and the grant evidenced hereby do not give you the right to be employed or retained by the Company Partnership or a subsidiary of the Company an Affiliate in any capacity. The Company Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and its subsidiaries reserve you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time, with or without cause. Adjustments In the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividend, or a merger or a reorganization of the Company, the forfeiture provisions described above will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the Shares. Successors time and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party heretofor any reason. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to their choice-of-the substantive law provisions)of another jurisdiction. Miscellaneous You understand Transferability The LTIP Units and acknowledge that (i) Plan Class A Units may not be transferred or assigned except with the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion consent of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writingBoard. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All Certain capitalized terms used in this Agreement shall are defined in the Plan, and have the meanings assigned to them meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and the Company Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Data Privacy In order to administer the Plan, the Partnership, its General Partner ( “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement may and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be amended deemed appropriate by the Committee without your consent; howeverPartnership, if General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board as administrator of the Plan. For purposes of this Award, a termination of employment only occurs upon an event that would materially impair your rights or obligations under be a Separation from Service within the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock meaning of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).Section 409A.

No Retention. Rights Neither your this Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary any Subsidiary or Affiliate of the Company in any capacity. The Company and its subsidiaries Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause. Adjustments In The number of Restricted Shares covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividendand in other circumstances, or a merger or a reorganization of as set forth in the Company, the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted shares or securities or other assets to which you are entitled by reason of your ownership of the Sharesthis Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall will be given in writing and shall will be deemed effectively given upon the earliest of personal delivery, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law and Choice of Venue This Agreement will be interpreted and enforced under the laws of the State of California (Delaware without regard application of the conflicts of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to their choice-of-law provisions)and consent to the exclusive jurisdiction of the State of New York and agree that any such litigation will be conducted only in the courts of New York, or the federal courts of the United States located in New York and no other courts. Miscellaneous You understand and acknowledge that (i1) the Plan is entirely discretionary, (ii2) the Company and your employer Employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii3) the grant of your this Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv4) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offeredShares subject to awards, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The value of this Award shall will be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer Employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer Employer and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares Shares or directorships held in the Company and details of all awards or any other entitlements to shares Shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company Company, its Subsidiaries and/or its Subsidiaries Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares Shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).

No Retention. Rights Neither your Award nor this This Agreement gives and the grant evidenced hereby do not give you the right to be employed or retained by the Company Partnership or a subsidiary of the Company an Affiliate in any capacity. The Company Unless otherwise specified in an employment or other written agreement between the Partnership or an Affiliate, as applicable, and its subsidiaries reserve you, the Partnership or an Affiliate, as applicable, reserves the right to terminate your Service at any time, with or without cause. Adjustments In the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividend, or a merger or a reorganization of the Company, the forfeiture provisions described above will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the Shares. Successors time and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party heretofor any reason. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to their choice-of-the substantive law provisions)of another jurisdiction. Miscellaneous You understand Transferability The LTIP Units and acknowledge that (i) Plan Class A Units may not be transferred or assigned except with the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion consent of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writingBoard. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All Certain capitalized terms used in this Agreement shall are defined in the Plan, and have the meanings assigned to them meaning set forth in the Plan. This Agreement, the LLC Agreement and the Plan constitute the entire understanding between you and the Company Employee Pool regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Data Privacy In order to administer the Plan, the Partnership, its General Partner ( “General Partner”) and Employee Pool may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement may and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be amended deemed appropriate by the Committee without your consent; howeverPartnership, if General Partner and Employee Pool to facilitate the administration of the Plan. By accepting this Award, you give explicit consent to the Partnership, the General Partner and Employee Pool to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Board and/or Employee Pool determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may shall be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).determined

No Retention. Rights Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. Adjustments In the event of a stock split, a stock dividend or a similar change in Company Shares, or an extraordinary dividend, or a merger or a reorganization the number of Stock Units covered by this Award shall be adjusted pursuant to the Company, the forfeiture provisions described above will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the SharesPlan. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California Delaware (without regard to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The value of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan. You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”).CONDITIONS