Common Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

Change of Control Agreement • May 5th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • California

• Contract Type
  Change of Control Agreement
• Filed
  May 5th, 2009
• Company
  Sumtotal Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  California

This Change of Control Severance Agreement (the “Agreement”) is entered into this ____ day of ________, 20__ (the “Effective Date”) between _____________________________ (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

FORM OF CHANGE OF CONTROL AGREEMENT Revised December 3, 2008

Change of Control Agreement • March 11th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • California

• Contract Type
  Change of Control Agreement
• Filed
  March 11th, 2009
• Company
  Sumtotal Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 200 (the “Effective Date”) between (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT Amended and Restated August 16, 2006

Change of Control Agreement • August 17th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • California

• Contract Type
  Change of Control Agreement
• Filed
  August 17th, 2006
• Company
  Sumtotal Systems Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 2006 (the “Effective Date”) between (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).