0001193125-14-157171 Sample Contracts

RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Form of Director Deferred Stock Unit Agreement (Vested) Cover Sheet
Red Hat Inc • April 24th, 2014 • Services-computer programming, data processing, etc. • Delaware

This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Director” or “Participant”) of a Deferred Stock Unit Award (the “Award”) of the number of deferred stock units listed below (the “Deferred Stock Units”). Each unit represents the right to receive one share of the Company’s common stock, $.0001 par value per share (“Common Stock”). This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”) and in the Agreement, consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.

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EXECUTION COPY
Red Hat Inc • April 24th, 2014 • Services-computer programming, data processing, etc.

To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and to make certain other agreed changes, Red Hat, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of December 19, 2007 by and between the Company and you (the “Agreement”) as follows:

EXECUTIVE AGREEMENT
Confidential • April 24th, 2014 • Red Hat Inc • Services-computer programming, data processing, etc. • Virginia

This Agreement (the “Agreement”) is made between Red Hat, Inc., a Delaware corporation (collectively with each of its subsidiaries, the “Company”), and [ ] an executive-level employee of the Company who has been selected by the Compensation Committee of the Company for participation in the Red Hat, Inc. Senior Management Severance Plan (the “Severance Plan”) (the “Executive”) as of , 20 (the “Effective Date”).

RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Form of Director Restricted Stock Agreement Cover Sheet
Restricted Stock Agreement • April 24th, 2014 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware

This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Director” or “Participant”) of a Restricted Stock Award (the “Award”) with respect to the number of shares of restricted stock listed below (the “Restricted Stock”) of the Company’s common stock, $.0001 par value per share (“Common Stock”), with a vesting start date listed below (the “Vesting Start Date”). This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”) and in the Agreement consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.

EMPLOYEE INVENTIONS ASSIGNMENT AND RESTRICTIVE OBLIGATIONS AGREEMENT
And Restrictive Obligations Agreement • April 24th, 2014 • Red Hat Inc • Services-computer programming, data processing, etc. • North Carolina

As an employee of Red Hat, Inc., a Delaware corporation (the “Company”) and in consideration of the offer of employment made to me by the Company, I agree to the following:

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