Common use of No Retention Clause in Contracts

No Retention. Rights Neither this Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity. The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause. You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments The number of RSUs covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Shares, and in other circumstances, as set forth in the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units or securities to which you are entitled by reason of this Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement will be given in writing, including electronically, and will be deemed effectively given upon the earliest of personal delivery, electronic delivery to the email address assigned to you by the Company or provided by you to the Company, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. The Company may, in its sole discretion, deliver any documents related to your current or future participation in the Plan by electronic means. By accepting this Award, you hereby: (1) consent to receive such documents by electronic means; (2) consent to the use of electronic signatures; and (3) agree to participate in the Plan and/or receive any such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. Section 409A of the Code This Agreement and the RSUs are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the RSUs are subject to, and not exempt from, Section 409A of the Code, this Agreement and the RSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A. If it is determined that the RSUs are deferred compensation subject to Section 409A of the Code and you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

No Retention. Rights Neither this your Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate a subsidiary of the Company in any capacity. The Company and its Subsidiaries and Affiliates subsidiaries reserve the right to terminate your Service at any time, with or without cause. You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments The number of RSUs covered by this Award will be subject to adjustment in In the event of a stock split, a stock dividend or a similar change in Company Shares, and in other circumstancesor an extraordinary dividend, as set forth in or a merger or a reorganization of the Plan. The Company, the forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units securities or securities other assets to which you are entitled by reason of this Awardyour ownership of the Shares. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Notice Any notice required or permitted under this Agreement will shall be given in writing, including electronically, writing and will shall be deemed effectively given upon the earliest of personal delivery, electronic delivery to the email address assigned to you by the Company or provided by you to the Company, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions). Miscellaneous You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole discretion of the Company. The Company mayvalue of this Award shall be an extraordinary item of compensation outside the scope of your employment contract, in its sole discretionif any, deliver any documents related to and shall not be considered a part of your current normal or future expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. You understand and acknowledge that participation in the Plan by electronic meansceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. By accepting this AwardYou hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, you hereby: (1) consent the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to receive such documents by electronic means; (2) facilitate the administration of the Plan. You consent to the collection, use and transfer of electronic signatures; personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (3without limitation) agree your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or any other entitlements to participate shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and/or receive any such documents through an online or electronic system established and maintained by that the Company or a and/or any Subsidiary may each further transfer Data to any third party designated by assisting the CompanyCompany in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including but not limited a transfer to any broker or other third party with whom you elect to deposit shares acquired under the use Plan of electronic signatures or click-through electronic acceptance of terms and conditions. Section 409A such Data as may be required for the administration of the Code Plan and/or the subsequent holding of shares on your behalf. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing. The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the RSUs are intended to be exempt from Plan constitute the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement entire understanding between you and the RSUs Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are subject tosuperseded. This Agreement may be amended by the Committee without your consent; however, and not exempt from, Section 409A of if any such amendment would materially impair your rights or obligations under the CodeAgreement, this Agreement may be amended only by another written agreement, signed by you and the RSUs are intended to comply with Section 409ACompany. VIOLIN MEMORY, and its provisions will be interpreted in a manner consistent with such intentINC. RESTRICTED STOCK AGREEMENT You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you have been granted the following Stock Units representing Common Stock of Violin Memory, Inc. (the “Company”) under Section 409A. If it is determined that the RSUs are deferred compensation subject to Section 409A of Company’s 2012 Stock Incentive Plan (the Code and you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2Plan”).

No Retention. Rights Neither this Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity. The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause. You understand and acknowledge that the vesting of your Award pursuant to the vesting schedule hereof is earned only by your continued Service, or the satisfaction of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments The number of RSUs Restricted Shares covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Shares, and in other circumstances, as set forth in the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units shares or securities to which you are entitled by reason of this Award. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. Governing Plan Document This Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of this Agreement, the Notice Any notice required of Restricted Award, and those of the Plan, the provisions of the Plan will control. Severability In the event that all or permitted under any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be given unlawful or invalid. Any section of this Agreement (or part of such a section) so declared to be unlawful or invalid will, if possible, be construed in writing, including electronically, and a manner which will be deemed effectively given upon the earliest of personal delivery, electronic delivery give effect to the email address assigned to you by the Company terms of such section or provided by you part of a section to the Company, receipt or the third (3rd) full day following mailing with postage fullest extent possible while remaining lawful and fees prepaid, addressed valid. Recoupment This Award is subject to the other party hereto at the address last known in terms of the Company’s records recoupment, clawback or at such other address similar policy as such party it may designate by ten (10) days’ advance written notice be in effect from time to the other party hereto. The Company maytime, as well as any similar provisions of applicable law, any of which could in its sole discretion, deliver any documents related to your current or future participation in the Plan by electronic means. By accepting this Award, you hereby: (1) consent to receive such documents by electronic means; (2) consent to the use of electronic signatures; and (3) agree to participate in the Plan and/or receive any such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. Section 409A certain circumstances require forfeiture of the Code This Agreement Award and the RSUs are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the RSUs are subject to, and not exempt from, Section 409A of the Code, this Agreement and the RSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A. If it is determined that the RSUs are deferred compensation subject to Section 409A of the Code and you are a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance repayment or forfeiture of any Shares that would otherwise be made upon or other cash or property received with respect to the date of your separation Award (including any value received from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date disposition of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2Shares).

No Retention. Rights Neither this Award nor this This Agreement gives is not an employment or consulting agreement and does not give you the right to be employed or retained in any capacity by the Company or any Subsidiary or Affiliate of the Company in any capacityCompany. The Company and its Subsidiaries and Affiliates reserve reserves the right to terminate your Service at any timetime and for any reason. Adjustments If any change in the outstanding Common Stock subject to this award results from any stock split, with reverse stock split, combination, consolidation, spin-off, recapitalization, exchange of Shares, or without cause. You understand and acknowledge that the vesting of your Award pursuant any capital adjustment or transaction similar to the vesting schedule hereof is earned only by your continued Serviceforegoing or any distribution to holders of Common Stock other than regular cash dividends, or then (A) the satisfaction number, kind and class of any other conditions set forth herein, in each case at the will of the Company (not through the act of being hired or being granted this Award). As such, this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a service provider for the vesting period, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your continued Service at any time, with or without cause. Adjustments The number of RSUs Shares covered by this Award will be subject to adjustment in the event of a stock split, a stock dividend or a similar change in Shares, award and in (B) any other circumstances, as set forth in the Plan. The forfeiture provisions and restrictions described above will apply to all new, substitute or additional restricted stock units or securities to which you are entitled by reason affected terms of this Awardaward, shall be proportionally adjusted to prevent dilution or enlargement of rights. Successors No adjustment shall result in any fractional Stock Units remaining after the Award is adjusted and Assigns Except as otherwise provided in any such fractional amount shall be settled within 30 days by the Plan Company with cash or other property. Legends All certificates representing the Common Stock issued under this Agreementaward may, every term of this Agreement will be binding upon where applicable, have endorsed thereon the following legends and inure to any other legend the benefit of the parties hereto and their respective heirsCompany determines appropriate: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, legateesAS AMENDED, legal representativesAND MAY NOT BE SOLD, successorsPLEDGED, transferees and assigns. OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." Notice Any notice required to be given or permitted under delivered to the Company relating to this Agreement will shall be given in writing, including electronically, writing and will be deemed effectively given upon the earliest of personal delivery, electronic delivery to the email address assigned to you by the Company or provided by you to the Company, receipt or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto Company at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written its principal corporate offices. Any notice to the other party hereto. The Company may, in its sole discretion, deliver any documents related be given or delivered to your current or future participation in the Plan by electronic means. By accepting this Award, you hereby: (1) consent to receive such documents by electronic means; (2) consent to the use of electronic signatures; and (3) agree to participate in the Plan and/or receive any such documents through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. Section 409A of the Code This Agreement and the RSUs are intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, to the extent this Agreement and the RSUs are subject to, and not exempt from, Section 409A of the Code, this Agreement and the RSUs are intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be made relating to this Agreement to avoid adverse tax consequences shall be in writing and addressed to you under Section 409A. If it is determined that at such address of which you advise the RSUs are deferred compensation subject to Section 409A of the Code and you are a “specified employee” (within the meaning set forth Company in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (as defined in Section 409A of the Code), then the issuance of any Shares that would otherwise writing. All notices shall be made deemed effective upon the date of your separation from service personal delivery or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay upon deposit in the issuance of U.S. mail, postage prepaid and properly addressed to the Shares is necessary party to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)be notified.