0001193125-09-099937 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 5th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • 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”).

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Ramon Villareal Dear Ray:
Letter Confirms the Agreement • May 5th, 2009 • Sumtotal Systems Inc • Services-prepackaged software • California

This letter confirms the agreement (this “Agreement”) between you and SumTotal Systems, Inc., (the “Company”) concerning the terms of your separation and offers you the separation compensation described below in exchange for a release of claims and certain obligations.

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