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(b) 義務在僱傭期間，高管將全力以赴地爲公司提供業務努力。在僱傭期間，高管同意未經董事會事先批准（批准不得隨意拒絕），不得積極參與任何其他僱傭、職業或諮詢活動以獲取直接或間接報酬；在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。，高管可以在未經董事會批准的情況下，擔任（i）董事會或一個或多個額外董事會的有薪董事，以及（ii）擔任任何身份幣、教育或慈善組織的任何職位；在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；在上述（i）和（ii）中，此等服務不得干擾高管對公司的義務。

(a) 基本工資截至生效日期，公司將支付執行官不低於50萬美元（五十萬美元）的年基本薪酬，作爲執行官服務的補償（執行官的年薪，如當時有效，將在本文中稱爲“基本工資”）。基本工資將按照公司的正常工資支付慣例定期支付，並須進行常規要求的代扣代繳。董事會（或其委員會）將定期但不少於每年審查並考慮調整基本工資，調整金額由董事會酌情決定。

(b) 年度激勵獎金。由董事會自行決定的金額，根據執行官等的獎金計劃條款的效力，Executive將有資格獲得不低於50萬美元（五十萬美元）或基本工資金額的年度目標績效獎金，以較高者爲準”），如果當時適用於公司高管。任何獎金）。在任何情況下，如有任何獎金，其中75％可以按季度賺取，並在日曆季度結束後90天內支付，25％可以完成一年的日曆年度而在獲得獎金的日曆年度結束後75天內支付，須符合獎金計劃。董事會（或其委員會）將定期但不少於每年審查並考慮調整目標獎金，但必須保證Executive在前一期間內基本履行其職責並獲得董事會批准。目標獎金美元指數(USD)

根據公司的正常工資支付慣例，在執行人因殘疾而終止僱傭關係後，以工資繼續形式支付相當於二十四（2424) 個月的執行人基本工資和目標獎金金額的款項作爲工資繼續。此金額在此處稱爲“殘疾福利”）；或者（z）向執行人的配偶/同居伴侶支付相當於兩倍（2倍）執行人基本工資和目標獎金的一次性喪葬金，或者在執行人死亡之日起六十（60）日內向其遺產支付（此金額在此處稱爲“死亡福利”）；以及（iii）根據1985年修正的《綜合預算和再授權法案》（“ ”）支付的團體醫療繼續保險費的償還，用以爲執行人及執行人的符合條件的受扶照顧者和同居伴侶提供與執行人因死亡或殘疾而終止僱傭關係當日生效的水平和範圍相同的福利，直至（A）二十四（24）自終止之日起一連幾個月；或（B）執行官及執行官所有合格的受扶養人和同居伴侶不再符合COBRA規定的延續覆蓋資格的日期；在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。執行官或執行官的合格受扶養人或同居伴侶有責任在規定的時間內選擇這種覆蓋範圍。如果執行官及執行官的合格受扶養人和同居伴侶不再符合COBRA規定的延續覆蓋資格的日期少於終止生效日期後的二十四（24）個月，並且喪失COBRA資格不是由於在其他僱主的醫療計劃下獲得覆蓋範圍，公司應迅速向執行官一次性付款支付公司活躍員工醫療福利成本，以維持該二十四（24）個月期間的餘額。執行官必須在開始任何此類職位十（10）個工作日內向公司提供書面通知。在根據本4(b)條款向執行官或其受益人支付殘疾福利或身故福利的情況下，這些福利應根據公司爲其支付所有保費的任何人壽保險或殘疾保險單（無論是團體還是個人）向執行官或其受益人支付的任何殘疾福利或身故福利一比一減少。

5. Expenses. The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time. All reimbursement expenses must be incurred while Executive is an employee of the Company. If any portion of such reimbursements is taxable to Executive, Executive must submit proper receipts for such reimbursement within thirty (30) days of the date on which he incurs such expense and the Company will reimburse Executive for such expenses within thirty (30) days of the date proper receipts are received. In the event Executive recognizes income for income tax purposes as a result of the Company’s payment of certain expenses pursuant to this Section 5, regardless of whether such income is received during or after his employment, the Company shall make a tax gross-up payment to the Executive based on the additional tax liability that he incurs by reason of his recognition of such income.

termination of employment, (c) pay for accrued but unused vacation that the Company is legally obligated to pay Executive; (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive; (e) reimbursement of any unreimbursed business expenses; and (f) rights to indemnification Executive has hereunder or under the Company’s Certificate of Incorporation, the Company’s Bylaws (the “Bylaws”), the Agreement, separate indemnification agreement, or under law, as applicable. In addition, if the termination is by the Company without Cause or the Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 7.

(a) Termination Without Cause or Resignation for Good Reason. If Executive’s employment is terminated either by the Company without Cause or by Executive for Good Reason, then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination; (ii) the Company will pay Executive severance benefits in an amount equal to twenty-four (24) months of Executive’s Base Salary and Target Bonus in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices; and (iii) the Company will reimburse Executive for all premiums paid for group health continuation coverage for Executive and Executive’s eligible dependents and domestic partner under COBRA so as to provide Executive and Executive’s eligible dependents and domestic partner with the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) twenty-four (24) months from the effective date of such termination; or (B) the date Executive and all of Executive’s eligible dependents and domestic partner are no longer eligible to receive continuation coverage under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time period. In the event that the date on which Executive and Executive’s eligible dependents and domestic partner are no longer eligible to receive continuation coverage under COBRA is less than twenty-four (24) months from the effective date of such termination, and the loss of eligibility for COBRA is not due to coverage under another employer’s medical plan, the Company shall promptly pay to the Executive in one lump sum cash payment the cost of medical benefits for similarly situated active employees of the Company for the balance of the twenty-four (24) month period. Executive must provide the Company with written notice of Executive’s new position within ten (10) business days of starting any such position.

(b) Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated either by the Company without Cause or by Executive for Good Reason within twenty-four (24) months following a Change of Control, then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination; (ii) the Company will pay Executive severance benefits in an amount equal to two times (2x) Executive’s Base Salary and Target Bonus in the form of one lump sum payment within sixty (60) days following the termination of Executive’s employment;

and (iii) the Company will pay Executive the total of twenty-four (24) monthly premiums for group health continuation coverage for Executive and Executive’s eligible dependents and domestic partner under COBRA so as to provide Executive and Executive’s eligible dependents and domestic partner with the same level of benefits to the same extent as in effect on the date of Executive’s termination, determined at the cost for COBRA coverage on the date of Executive’s termination and paid in the form of one lump sum payment within sixty (60) days following such termination date; provided, however, that Executive will be solely responsible for electing such coverage within the required time period. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a).

(c) Voluntary Termination Without Good Reason or Termination for Cause. If Executive’s employment is terminated by Executive without Good Reason or for Cause by the Company, then except as provided in Section 6, (i) all further vesting of Executive’s outstanding equity awards will terminate as of the date of Executive’s termination; (ii) the Company will stop paying Executive wages; and (iii) Executive will be eligible for severance benefits only in accordance with the Company’s then established plans, programs and practices.

8. Conditions to the Receipt of Severance Payments. Except in the event of termination due to death, Executive’s entitlement to any severance benefits and other consideration hereunder is conditioned upon (i) Executive’s execution and delivery to the Company of the general release of claims attached hereto as Exhibit A (the “Release”) which Release is not revoked by Executive; provided that such Release becomes effective no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”); and (ii) Executive’s resignation from Executive’s employment with the Company.

(a) If the Release does not become effective by the Release Deadline, Executive shall forfeit any rights to severance and other consideration under this Agreement. In no event shall such severance payments or consideration be paid or provided until the Release actually becomes effective and irrevocable. Any severance payments or consideration under this Agreement that are Deferred Compensation Separation Benefits (as defined in Section 24) shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 24. Except as required by Section 24, any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement.

(b) Unless specifically provided in this Agreement or as otherwise required by Section 24, the Company shall pay any severance payments in continuing payments following Executive’s termination date in accordance with the Company’s normal payroll practices. If Executive should die before all of the severance amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

(a) Non-Competition. Executive covenants and agrees that during his employment with Company and for a period of two (2) years after the termination of his employment (but in no case beyond October 29, 2029) for any reason whatsoever (unless otherwise agreed to by the Parties in writing), Executive will not directly or indirectly, engage in or be involved in any way with a “competitive business.” “Competitive business,” as used in this Agreement, includes any business or activity, wherever conducted, which is engaged in providing subscription-based enterprise software support services, including maintenance and support programs for enterprise software.

(b) Non-Solicitation. Executive agrees that during his employment with Company and for a period of two (2) years following the termination of his employment (but in no case beyond October 29, 2029) under this Agreement for any reason whatsoever (unless otherwise agreed to by the Parties in writing), Executive will not, directly or indirectly, induce or attempt to induce any customer, employee, consultant or other business relation to cease doing business with or providing services to the Company or any of its subsidiaries or in any way interfere with the relationship between any such business relation and the Company and its subsidiaries.

(c) Reasonableness of Scope and Duration. The parties hereto agree that the covenants and agreements set forth in this Section 9 are reasonable in their time, territory and scope, and they intend that they be enforced, and no party shall raise any objection to the reasonableness of the time, territory or scope of any such covenants in any proceeding to enforce such covenants. If Company fails to make any payment(s) under the terms of this Agreement, and such default is not cured within fifteen (15) days following a notice of default to the Company, then the Executive may terminate this Agreement and will be released from Executive’s obligations under this Section 9.

(d) Acknowledgment of Executive. Executive represents and warrants that the knowledge, skills and abilities he currently possesses and/or possessed prior to employment are sufficient to permit him, in the event of the termination of his employment hereunder for any reason, to earn a livelihood satisfactory to himself without violating any provision of this Agreement, for example, by using such knowledge, skills and abilities, or some of them, in the service of a noncompetitor of the Company.

(e) Enforcement. In the event of a breach or threatened breach by Executive of the provisions of this Section 9, the Company will be authorized and entitled to obtain, from any arbitrator or court of competent jurisdiction, an injunction restraining Executive from such breach and from rendering any services to any person, firm, or entity in breach of this Section 9. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for a breach or threatened breach of this Section 9.

10. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 7 will be either:

(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10. Any reduction in payments and/or benefits required by this Section 10 shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

(ii) Any act of gross negligence or willful misconduct (such as bribery, unlawful harassment, violation of Company ethics policy and other actions of misconduct of similar significance) taken by Executive in connection with Executive’s employment with the Company, and provided that in the case of gross negligence such act had a material adverse effect on the Company’s business, which act is not cured by Executive within thirty (30) days following Executive’s receipt of written notice of such act from the Board;

(i) Change in Ownership of the Company. A change in the ownership of the Company, which is deemed to occur on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, except that any financing of the Company that is approved by the Board will not be considered a Change of Control; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company, which is deemed to occur on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election was not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets, which is deemed to occur on the date that any Person acquires (either is one transaction or in multiple transactions over the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets

For purposes of the above sections, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. The foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a “change in control event” within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Company’s incorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(c) Disability. “Disability” means that Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. In the event that there is no accident and health plan covering employees of the Company at the time that Executive becomes Disabled, “Disability” shall mean that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(e) Proceeding. “Proceeding” will mean: any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or proceeding, preliminary, information or formal, of any type whatsoever, or claim, demand, action issue or matter therein, whether brought in the right of the Company, a Subsidiary or otherwise (but not if or as initiated, whether in a complaint, counterclaim or crossclaim, by Executive against the Company or its directors, officers, employees, agents or other indemnitees except as approved by the Company’s Board of Directors prior to its initiation or if arising from or related to the Specified Litigation), and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, and including without limitation any such Proceeding pending as of the Effective Date, in which Executive was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact or assertion that Executive is or was a director or officer or employee (but not in any matter involving Executive as a stockholder) of the Company or of a Subsidiary; or (ii) the fact or assertion that Executive is or was serving at the request of the Company or of a Subsidiary as a director, trustee, general partner, managing member, officer, employee, agent, deemed fiduciary or fiduciary (but not as a stockholder) of the Company, a Subsidiary or any other enterprise, in each case whether or not serving in such capacity at the time indemnification or advancement of expenses are sought by Executive.

12. Indemnification. Subject to applicable law, the Company shall indemnify and hold harmless Executive if Executive is, or is threatened to be made, a party to or a participant in any Proceeding. Such indemnification shall include all Expenses (as defined in the Indemnification Agreement), judgments, fines and amounts paid in settlement in connection with such Proceeding to the maximum extent permitted by this Agreement, the Indemnification Agreement, the Company’s Certificate of Incorporation, Bylaws or applicable law, including, if applicable, any directors and officers insurance policies or other insurance policies, provided, however, that the Company’s obligation to indemnify Executive hereunder or pursuant to the Indemnification Agreement is not limited by any insurance policy limits or caps. The Company’s obligations under this Section 12 for acts or omissions during Executive’s employment shall survive Executive’s termination of employment. To the extent that the terms herein differ from

a. Without limiting any of the foregoing, Executive’s rights of indemnification shall include all of Executive’s Expenses (including judgments, fines and amounts paid in settlement) in a Proceeding arising from or relating to acts undertaken in good faith in his role as director, officer, employee or agent (but not as a stockholder) of the Company or in accordance with the directions or instructions of the Board, or for acts undertaken in good faith for the benefit of the Company or for purposes of Executive’s compliance with any order or equitable relief issued by any court or arbitral body in any Proceeding. For the avoidance of doubt, Executive shall be entitled to indemnification if he is found liable for actions or omissions by the Company in a Proceeding, subject to the terms of this Agreement (including the foregoing conditions in each case) and applicable law.

b. For the avoidance of doubt, any action or proceeding undertaken by Executive to recover attorneys’ fees or costs from the Company or to enforce any judgment, order or award against the Company made pursuant to this Section 12 or Section 11 of the Indemnification Agreement or the indemnification provisions set forth in the Company’s Certificate of Incorporation, Bylaws, or applicable law shall be deemed to be an action for indemnification against the Company for which the Executive is entitled to indemnification under the Indemnification Agreement and/or hereunder, as applicable, subject to the terms of the applicable agreement. For the avoidance of doubt, where a Proceeding is brought and heard in arbitration, references to any court in which a Proceeding is or was brought pursuant to this Agreement or the Indemnification Agreement shall include such arbitration.

c. For purposes of determining indemnification rights of Executive, Executive shall be deemed to have acted in good faith or to have not acted in bad faith in his role as director, officer, employee or agent of the Company to the extent Executive relied in good faith on, and acted in accordance with, (i) directions or instructions of the Board; or (ii) best practices or generally accepted norms of the industry in which the Company or its Subsidiaries operate.

d. In the event that the Company may be obligated to make any indemnity to Executive in connection with a Proceeding and Executive, in good faith, determines that there is a divergence in interests between Executive and the Company or other defendants or Executive does not reasonably believe, in good faith, that the Company’s selected counsel is properly representing Executive’s interests, then Executive will have the right to hire and utilize his own counsel, with reasonable fees and costs being indemnifiable Expenses.

f. No indemnification shall be made under this Section 12 in respect of any amount for which Executive shall have been finally adjudged by a court of competent jurisdiction or in arbitration to be liable to the Company or in respect of which the Company has been finally adjudged by a court of competent jurisdiction or in arbitration to have no indemnification obligation to Executive or that is otherwise not permitted by applicable law. Without limiting the foregoing, the exclusions set forth in Section 7 of the Indemnification Agreement shall apply to indemnification rights under this Agreement mutatis mutanda other than for purposes of Section 12(b) and (e) above and Executive’s right to indemnification arising or related to Specified Litigation as set forth in Section 11(e) above.

13. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death; and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void.

14. Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally; (b) one (1) day after being sent overnight by a well-established commercial overnight service; or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

(a) General. In consideration of Executive’s service to the Company, its promise to arbitrate all employment-related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

(b) Procedure. Executive agrees that any arbitration will be administered by the American Arbitration Association (“AAA”) and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes (the “Rules”). Executive agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator shall issue a written decision on the merits. Executive also agrees that

the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Executive understands the Company will pay for any administrative, hearing, and arbitrator fees charged by the arbitrator or AAA except that Executive shall pay the first $125.00 of any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator shall administer and conduct any arbitration in a manner consistent with the Rules.

(c) Remedy. Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

(d) Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, or nonsolicitation. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Executive is waiving Executive’s right to a jury trial.

17. Integration. This Agreement, Executive’s Confidential and Invention Assignment Agreement, together with the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan and any stock purchase or stock option agreements between the Executive and the Company which describe Executive’s outstanding equity awards, and indemnification agreement represent the entire agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement. In the event of an inconsistency between the terms of this Agreement and the terms of an equity award agreement between Executive and the Company relating to Executive’s outstanding equity awards under the Company’s 2007 Stock

23. Acknowledgment. Executive acknowledges that she has had the opportunity to discuss this matter with and obtain advice from Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. The Company will promptly pay Executive’s reasonable and documented legal fees not to exceed $60,000, incurred in 2024 in connection with the negotiation and documentation of his updated employment and indemnification arrangements with the Company.

(a) Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

(b) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to Executive’s death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following

Executive’s separation from service but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The amount of reimbursements or in-kind benefits provided hereunder that the Company is obligated to pay in any given calendar year shall not affect the reimbursements or in-kind benefits that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company provide such reimbursements or in-kind benefits may not be liquidated or exchanged for any other benefit.

(e) For purposes of this Agreement, “Section 409A Limit” means the lesser of two times (2x): (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s separation from service occurred.

(f) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Your employment with Rimini Street, Inc. and the Third Amended and Restated Employment Agreement, dated October 29, 2024, by and between you and Rimini Street, Inc. (the “Employment Agreement”) terminated effective [________] (“Separation Date”). You hereby agree and acknowledge that by signing this Release, and for other good and valuable consideration outlined in Sections 7(a) and (b) of the Employment Agreement*, you are waiving your right to assert any and all forms of legal Claims against Rimini Street1* (together, “Employer”) of any kind whatsoever, whether known or unknown, arising from the beginning of time through the Effective Date, as defined below. Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Employer seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against Employer, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Notwithstanding any provision herein, however, Employer acknowledges and agrees that you are not hereby releasing (i) any obligations incurred under this Release; (ii) any claims that cannot be waived as matter of law, including Protected Activity (as defined below), (iii) any right that you may have to unemployment compensation benefits or workers’ compensations benefits, (iv) any right you may have to equity or other accrued benefits, and (v) any right to indemnification under the Rimini Street, Inc.’s Certificate of Incorporation, its Bylaws, the Employment Agreement, separate indemnification agreement, or under law, as applicable.

a. Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status, sexual orientation or status as a covered service member under the Uniform Services Employment and re-Employment Rights Act (USERRA). Without limitation, specifically included in this paragraph are any Claims arising under the Federal

1* For purposes of this Section, “Rimini Street” includes any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with Rimini Street, Inc.), subsidiaries and all other related entities, its and their directors, officers, employees, trustees, agents, successors and assigns, and all persons acting by, through, under or in concert with Rimini Street, Inc.

b. Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), any and all claims under Nevada administrative statutory or codified law or regulation dealing with fair employment practices and/or wage and hour laws, Nevada's overtime, meal and rest period, and related wage and hour penalty statutes, NRS 608.250 relating to the payment of minimum wage for each hour worked, and any similar state statute.

c. Claims under any state or federal common law theory including, without limitation, wrongful discharge, constructive discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. NRS 613.010, related to inducing a person to change their work location under false pretenses, and NRS 613.210, relating to the "blacklisting" of employees.

You agree that you will not initiate any charge or complaint or institute any claim or lawsuit against Employer based on any fact or circumstance occurring up to and including your last date of employment with Employer, except to the extent such claim or lawsuit relates to your indemnification rights. Notwithstanding the foregoing, this Release does not release Employer or you from any obligation expressly set forth as a post-employment obligation in the Employment Agreement.

You understand that nothing in this Agreement shall in any way limit or prohibit you from engaging in any “Protected Activity,” which means: (i) filing a charge, complaint, or report with, or otherwise communicating with, cooperating with, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”); (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct, alleged sexual harassment or other

alleged misconduct on the part of any other party, or on the part of the agents or employees of another party, when the person testifying has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or legislature; or (iii) providing information to the Government Agencies or collecting rewards under a government agency whistleblower program. You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Employer. However, by entering into this Release, you understand and agree that you are waiving any and all rights to recover any monetary relief or other personal relief directly from Employer as a result of any such government proceedings, including any subsequent legal action, filed by you or by anyone else on your behalf, with respect to any released claims. Nothing in this Section prohibits or prevents you from disclosing or discussing: (i) factual information related to any reasonable belief that you have that you were subjected to unlawful harassment, discrimination or retaliation; (ii) unlawful employment practices, including any form of unlawful discrimination, harassment or retaliation that is actionable under federal or state law; (iii) any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which you may be entitled; or (iv) other disclosures that are protected under federal, state or local law.

Pursuant to section 1542, you acknowledge that you may hereafter discover facts different from or in addition to facts which you now know or believe to be true with regard to the released claims, and further agree that this Release shall remain effective in all respects notwithstanding such discovery of new or different facts, including any such facts which may give rise to currently unknown claims, including but not limited to any claims or rights which you may have under section 1542 of the California Civil Code.

It is the Employer’s desire and intent to make certain that you fully understand the provisions and effects of this Release. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Release. Also, because you are over the age of 40, and consistent with the provisions of the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefits Protection Act (“OWBPA”), which prohibit discrimination on the basis of age, Employer is providing you with twenty-one (21) days in which to consider and accept the terms of this Release by signing and dating it below and returning the signed and dated acceptance to Thomas Shay at Rimini Street, Inc., 6601 Koll Center Pkwy., Suite 300, Pleasanton, CA 94566 USA. In addition, you may rescind your assent to this Release if, within seven (7) days after you sign this Release, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7-day period) a notice of rescission to Thomas Shay at Rimini Street, Inc., 6601 Koll Center Pkwy., Suite 300, Pleasanton, CA

You understand that pursuant to the Defend Trade Secrets Act of 2016, you will not be held criminally or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, you understand that you may disclose trade secrets in a complaint, or other documents, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, you understand that an employee who files a lawsuit alleging retaliation by their employer for reporting a suspected violation of the law may disclose the trade secret to their attorney and use the trade secret in the court proceeding if the employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a court order.

Without limiting your rights in this Release, you agree not to make disparaging, defamatory or otherwise unlawful comments about the Employer, or any of its subsidiaries, affiliates, successors or related companies, or its or their current or past officers, directors, managers, employees, products and/or services. Nothing contained in this paragraph, in any way, restricts or impedes you from testifying truthfully in any legal proceeding, including, but not limited to responding to any inquiries made by the EEOC or any government agency; from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you reasonably believe is unlawful; or from disclosing factual information related to an administrative claim or civil action concerning sexual assault, sexual harassment, workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or an act of retaliation against a person for reporting or opposing harassment or discrimination. You may respond accurately and fully to any question or request for information when required to do so by law.

You acknowledge this Release constitutes the entire agreement between you and the Employer with respect to any matters referred to in this Release. This Release supersedes any and all of the other agreements between you and the Employer, except for the Confidential and Invention Assignment Agreement, which remains in full force and effect to the maximum extent allowed by law. No other consideration, agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in this Release should be implied or are binding. You are not relying upon any other agreement, representation, statement, omission, understanding, or course of conduct which is not expressly set forth in this Release.

This Release shall be governed by and construed in all respects in accordance with the laws of Nevada, without regard to the conflict of law principles. The federal courts and/or state courts of such state and county shall have exclusive jurisdiction to adjudicate any dispute arising out of this Release and/or employment relationship or termination thereof, and you consent to such jurisdiction and venue. You agree not to sign this Release before the Separation Date. You understand and agree that this Release shall be null and void and have no legal or binding effect whatsoever if the Release is not signed by you on or before the twenty-first (21st) calendar days after you receive it.



Date						Seth A. Ravin