0001193125-08-057761 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT (LINE OF CREDIT) (LETTER OF CREDIT SUB- FACILITY)
Credit Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California

This Agreement (the “Agreement”) is made and entered into as of May 1, 2007 by and between BANK OF THE WEST (the “Bank”) and GUIDANCE SOFTWARE, INC. (the “Borrower”), on the terms and conditions that follow:

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RESTRICTED STOCK CANCELLATION AGREEMENT
Restricted Stock Cancellation Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California

This Restricted Stock Cancellation Agreement (this “Agreement”), effective as of January 19, 2007, is made by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and Victor Limongelli (die “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is entered into as of January 19, 2008, by and between Guidance Software, Inc. (the “Company”) and Victor Limongelli (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

GUIDANCE SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN AMENDED AND RESTATED STOCK OPTION AGREEMENT
Stock Option Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California

THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”), effective as of January 19, 2008 is made by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and Victor Limongelli (“Optionee”). This Agreement amends and restates in its entirety that certain Stock Option Agreement entered into by and between the Company and Optionee, dated as of December 6, 2007 (the “Original Stock Option Agreement”). All capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Guidance Software, Inc. First Amended and Restated 2004 Equity Incentive Plan (the “Plan”).

GUIDANCE SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 17th, 2008 • Guidance Software, Inc. • Services-prepackaged software • California

Guidance Software, Inc., a Delaware corporation (the “Company”), pursuant to its First Amended and Restated 2004 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Holder”), the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth in this Restricted Stock Agreement (the “Agreement”) (including without limitation the Restrictions on the Shares set forth in the Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

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