EMPLOYMENT AGREEMENT

Exhibit 10.13

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is between Racks pace US, Inc. (“Company”) and Xxxxxxxxx Xxxxxxxxxxx (“Employee”).

1. TERM OF EMPLOYMENT

The employment period commences July 29, 2019 (“Effective Date”) and ends on July 29, 2021 (the “Employment Period”); however, the Employment Period will thereafter be automatically extended for one year periods unless either Company or Employee gives written notice of non-renewal no later than ninety days prior to the expiration of the then-applicable Employment Period. The term “Employment Period” shall refer to the Employment Period if and as so extended.

2. TITLE AND EXCLUSIVE SERVICES

(a) Title and Duties. Employee’s title is Executive Vice-President and General Manager, Americas. Employee will perform job duties that are usual and customary for this position. This position will require performance of duties Monday through Friday in San Antonio, Texas, unless Employee is traveling for business purposes. The Company reserves the right to assign to the Employee duties of a different nature, either additional to, or instead of, those referred to above, it being understood that Employee will not be assigned duties which Employee cannot reasonably perform.

(b) Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period. Notwithstanding the foregoing provision of this Section, during the Employment Period, Employee may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations), or activities related to corporate board or advisory board positions for non-competitive companies, subject to the company’s standard approval policy, and the management of the Employee’s personal investments, to the extent such activities do not compete in a material way with the business of the Company.

3. COMPENSATION AND BENEFITS

(a) Base Salary. Employee shall be paid an annual base salary of $650,000 and shall be eligible for increases in base salary consistent with Company’s ordinary compensation cycles and process.

(b) Annual Corporate Bonus. Employee is eligible for an annualized on-target bonus of 90% of annual salary, subject to the Rackspace Corporate Cash Bonus Plan (the “Plan”) as approved by the board of directors or compensation committee. The parties agree that Employee’s potential 2019 bonus, if earned and approved under the Bonus Plan, will not be reduced to a pro rata amount on account of his start date in 2019. This means, for the sake of clarity, that Employee would be eligible to receive a 12-month bonus payment for

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2019 on the ordinary bonus payment date if he is employed on such payout date and is otherwise eligible for a bonus under the achievement requirements and other terms of the Bonus Plan.

(c) Annual Variable Compensation. Employee is eligible for an annual regional sales performance incentive bonus of up to $300,000.00 per year based on sales-related objectives to be determined in the reasonable discretion of Company (the “Commission Bonus”) and subject to the applicable commissions plan. If the Commission Bonus is earned, it will be paid at the same time as the Annual Corporate Bonus which follows year-end financial reconciliations in Q1 of the following calendar year. For the 2019 year, the Commission Bonus will not be prorated.

(d) Signing Bonuses. Employee will be paid a signing bonus of $1,037,500 less withholdings and other ordinary payroll deductions within thirty days of the start of employment subject to the clawback outlined below. Employee will be paid a total of an additional $1,500,000 less withholdings and other ordinary payroll deductions, payable in three equal installments of $500,000 each on the following dates subject to the clawback outlined below: August 16, 2019, the second payroll date in April 2020, and the second payroll date in January 2021. Except as provided in subsection 9(e), Employee must remain employed by Company through the applicable installment payment date to receive the installment payments. Clawback: if Employee resigns without Good Reason or is terminated for Cause prior to the one-year anniversary of employment, Employee shall repay to Company any Signing Bonuses that were paid within the prior one-year period, such clawback payment to be made within thirty days following the end of employment.

(e) Equity Award. In consideration for signing this Agreement, Company will recommend to the Executive Committee of the Board of Directors of Inception Topco, Inc. (the “Executive Committee”) a one-time recruiting grant of options to purchase 80,000 shares of Inception Topco, Inc. common stock, at a per share strike price equal to the fair market value of a share of Inception Topco, Inc. common stock on the date of grant, pursuant to the Equity Incentive Plan (the “Equity Award”). The Executive Committee has ultimate authority over this recommended award and would have to issue final approval before it would be granted. The recommended equity award is expected to be presented for review and approval within ninety (90) days of the first date of employment and would be issued pursuant and subject to the Equity Incentive Plan and a form of agreement for similarly situated employees of the Management Equity Program, which outline the vesting schedule and other terms.

(f) PTO. Employee is eligible for PTO (paid time off) subject to the Employee Handbook.

(g) Employment Benefit Plans. Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

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(h) Expenses. Company will reimburse or pay for Employee’s reasonable business expenses pursuant to Company policy. With respect to Employee’s travel to San Antonio, Company agrees to the following:

a. Company will pay for all reasonable travel expenses to and from San Antonio for no more than six weeks to assist with Employee’s search for local housing. Thereafter, Company will pay for only airfare and transportation costs.

b. Company will pay $36,000 per year to Employee, less withholding and ordinary payroll deductions, to assist with any other expenses associated with trips to San Antonio, including the cost of a potential apartment, meals, and other incidental costs.

(i) Atlanta Home Sale Assistance. Company and Employee have agreed to the terms set forth in the attached Exhibit A, which is incorporated herein for all purposes.

4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

(a) Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to Company’s operational, sales, marketing, personally identifiable information about employees, employee contact information and/or materials used for training and or/employee development, and engineering information, customer lists, business contracts, partner agreements, pricing and strategy information, product and cost or pricing data, compensation information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). This section is not intended to limit Employee’s rights to discuss Employee’s compensation or other terms and conditions of employment as allowed by law. Employee will not be liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or that is made in a document filed in a lawsuit so long as it is filed under seal. Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that (i) it is necessary in connection with performing his duties; (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use Confidential Information in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company.

(b) The terms of this Section 4 shall survive the expiration or termination of this Agreement for any reason.

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5. NON-HIRE OF COMPANY EMPLOYEES

(a) To further preserve the Confidential Information, during employment and for twelve (12) months after employment ends, Employee will not, directly or indirectly, (i) hire or engage any current employee of Company; (ii) solicit or encourage any employee to terminate employment or services with Company: or (iii) solicit or encourage any employee to accept employment with or provide services to Employee or any business associated with Employee.

(b) The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason.

6. NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS

(a) To further preserve the Confidential Information, for twelve (12) months after employment ends, Employee agrees not to directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer or supplier of the Company, to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with Employee or any of Employee’s affiliates for any business purpose deemed competitive with the business of the Company.

(b) The terms of this Section 6 shall survive the expiration or termination of this Agreement for any reason.

7. NON-COMPETITION AGREEMENT

(a) To further preserve the Confidential Information, Employee agrees that during employment and for twelve (12) months after employment ends (the “Restricted Period”), Employee will not work, as an employee, contractor, officer, owner, consultant, or director, in any business anywhere in the world that sells hosting or information technology services substantially similar to those services provided by the Company, including (i) provisioning, hosting, management, monitoring, supporting, or maintenance of applications, computer servers (whether dedicated, shared, or virtual), and network connectivity in a datacenter for remote use via the Internet, (ii) hosted or managed email, storage, collaboration, compute, virtual networking and similar services, or (iii) any similar related IT services, all of the foregoing being defined for the purposes of this Agreement as “Competitive IT Services.” Notwithstanding the foregoing. Employee shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than two percent (2%) of the outstanding interest in such business. Provided, that the forgoing restriction shall not prevent Employee from becoming an employee of or contractor for a division of any Competitive IT Services company so long as the division for which Employee will work does not provide Competitive IT Services, and as long as Employee does not, during the Restricted Period, perform services (including but not limited to providing information, advice, strategy, recruiting or any other interaction with regard to business matters) for any division of such company that provides Competitive IT Services.

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(b) The terms of this Section 7 shall survive the expiration or termination of this Agreement for any reason.

8. TERMINATION. Employee’s employment may be terminated prior to the end of this Agreement only by mutual written agreement or:

(a) Death. The date of Employee’s death shall be the termination date.

(b) Disability. Company may terminate this Agreement and/or Employee’s employment if Employee is unable to perform the essential functions of Employee’s full-time position for more than 180 days in any 12-month period, subject to applicable law.

(c) Termination By Employee For Good Reason. Employee may terminate Employee’s employment at any time for “Good Reason,” which is: (i) Company’s repeated failure to comply with a material term of this Agreement after written notice by Employee specifying the alleged failure; or (ii) a substantial and unusual reduction in responsibilities and authority. If Employee elects to terminate Employee’s employment for “Good Reason,” Employee must first provide Company written notice within thirty (30) days, after which Company shall have sixty (60) days to cure. If Company has not cured and Employee elects to terminate employment, Employee must do so within ten (10) days after the end of the cure period

(d) Termination By Company. Company may terminate Employee’s employment with or without Cause and determine the termination date. “Cause” means:

(i) willful misconduct, including, without limitation, violation of sexual or other harassment policy, gross negligence, misappropriation of or material misrepresentation regarding property of Company, other than customary and de minimis use of Company property for personal purposes, as determined in the discretion of Company, or failure to take reasonable and appropriate action to prevent material injury to the financial condition, business or reputation of the Company;

(ii) abandonment of duties (other than by reason of disability);

(iii) failure to follow lawful directives of the Company, or failure to meet reasonable performance objectives following a written warning and opportunity to cure for thirty (30) days;

(iv) a felony conviction or indictment, a plea of guilty or nolo contendere by’ Employee, or other conduct by Employee that has or would result in material injury to Company’s reputation, including indictment or conviction of fraud, theft, embezzlement, or a crime involving moral turpitude;

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(v) a material breach of this Agreement including violation of any material representation in section 9; or

(vi) a significant violation of Company’s employment and management policies.

9. OBLIGATIONS TO FORMER EMPLOYERS

(a) Representations. As a material term of this Agreement, Employee represents that he has disclosed to Company all agreements, restrictions, or obligations that: (i) purport to impose on Employee any post-employment obligations with respect to a current or former employer; (ii) may affect Employee’s ability to assume employment with Rackspace; (iii) may affect Employee’s ability to perform his duties under this Agreement; or (iv) may result in forfeiture or recoupment of any compensation (whether in the form of cash or equity) paid or payable by a current or former employer. Employee and Company each represent that they believe in good faith that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement or the performance of Employee’s duties hereunder. As a material term of this Agreement, Employee represents that, to the best of his knowledge, he is in compliance with, and will not knowingly or intentionally violate, the terms of all lawful, enforceable and ongoing post-employment restrictions from his prior employment with respect to: (i) nondisclosure of confidential information and trade secrets; and (ii) non-solicitation of employees, customers, and suppliers. Company agrees that it will not require Employee to engage in solicitation of customers it believes in good faith to be in violation of any enforceable restrictions from prior employment, and agrees that any act that Employee performs at Company’s direction will not violate Employee’s representation in this subsection 9(a).

(b) Legal Expenses Reimbursement. Notwithstanding Employee’s and Company’s good-faith belief that Employee is under no contractual or other restriction inconsistent with the execution of this Agreement or the performance of Employee’s duties hereunder, Employee and Company recognize that Employee’s current or former employers or other third parties may take a different view by initiating legal action against Executive or falsely accusing him of wrongdoing, and thus requiring Executive to obtain a legal defense in the event of such a dispute. Therefore, in the unexpected event of litigation against Employee that includes an allegation of a violation of an alleged noncompetition or customer nonsolicitation clause, Company agrees to pay the cost to defend such a lawsuit; provided that Company has the right to select counsel, and control the strategy and any resolution of the case; however, Company must seek consent from Employee if any such resolution would include admissions of liability or monetary obligations on the part of Employee, such consent not to be unreasonably withheld. In the event of a final judicial finding of recoupment regarding equity grants (“clawback damages”) related to an alleged noncompetition clause or to a violation of an alleged customer non-solicitation clause resulting from his organizational responsibilities (and not his unilateral conduct), Company will reimburse Employee, or at the Company’s option, pay the former employer directly, for the clawback damages up to $2,400,000 as a maximum cost to Company (“Reimbursement Payment”); provided that if Employee is terminated for Cause or resigns without Good Reason within one year of any Reimbursement Payment, Employee will repay to Company the Reimbursement Payment, along with any payment made pursuant to subsection 9(d), within thirty days of termination.

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(c) Treatment of Reimbursement Payment. Employee and Company intend and understand that any Reimbursement Payment will not be included in Executive’s taxable income for federal income tax purposes, or his wages for purposes of the Federal Insurance Contributions Act, either as reimbursements under an accountable plan as defined in §62(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation §1.62-2(c)(2), or as working condition fringes as defined in Code §132(d) and Treasury Regulation §1.132-5. The parties, and any third party, shall construe and administer this Agreement, to the fullest extent allowable under any applicable laws and regulations, accordingly. Without limiting the foregoing, Employee shall provide to Company, not later than sixty (60) days after any Reimbursement Payment is paid to Employee, any information Company requests to enable Company to identify the specific nature of each reimbursed expense. If, for any reason, Company pays Employee an amount that exceeds the actual amount of the reimbursable expense, Company shall notify Employee after which Employee shall repay such amount to Company not more than one hundred twenty (120) days after the expense is incurred.

(d) Conditional Gross-Up Payment. Prior to the payment of any Reimbursement Payment, Company will affirmatively seek additional tax advice with respect to the tax treatment of such payment, including, at Employee’s request, consideration of advice from a tax advisor of Employee’s choosing. Notwithstanding the parties’ treatment of any Reimbursement Payment in accordance with subsection (c), if, prior to any Reimbursement Payment, the Company’s tax advisor, after considering any tax advice from a tax advisor of Employee’s choosing, determines that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, or if at any later time the Internal Revenue Service asserts that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, Company shall pay to Employee an additional gross-up amount, not to exceed $900,000, such that the net amount paid to or on behalf of Employee after the payment of all applicable withholdings, taxes, or penalties shall be equal to the amount that would have been paid had such payments not been subject to tax; provided that Employee must first: (i) promptly notify Company of any such assertion or of any audit of his personal tax return in the course of which the auditor raises the issue of whether such payments are taxable, and permit Company in its sole discretion to control the defense against the imposition of any such tax at Company’s expense; and (ii) in the event that Employee or Company are unsuccessful in the defense against the imposition of any such tax, use reasonable efforts to obtain a refund of any taxes paid with respect to the equity grants subject to recoupment. In the event that Employee obtains a partial or total refund of any taxes paid with respect to the equity grants subject to recoupment, any gross-up payment to be paid by Company hereunder shall be offset by such refund, or if the gross-up payment has already been made, Employee shall promptly pay to the Company the amount so refunded.

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(e) Injunctive Relief. In the event Employee is enjoined from working in certain areas of the Company as a result of an alleged noncompetition clause or nonsolicitation, if reasonably practicable, Company will reassign Employee to a role that does not violate the injunction, which reassignment shall not constitute Good Reason provided that, as soon as any such injunction ends, Company will return Employee to the position listed in subsection 2(a) with the same responsibilities and authority. If it is not reasonably practicable to reassign Employee to another role, Company may, in its sole discretion: (i) place Employee on a paid leave of absence, which leave shall not constitute Good Reason; or (ii) terminate employment; provided, however, that such termination will be considered a termination without Cause subject to section 10(e)(1) as long as Employee has not been found to have engaged in behavior that is a willful or intentional violation of his obligations related to confidentiality, trade secrets, or non-solicitation. In the event Company terminates Employee without Cause pursuant to this subsection 9(e), the terms of subsection 3(d) will survive such termination. The Signing Bonus in subsection 3(d) will, to the extent not already paid, become immediately due and will not be subject to the clawback provisions of subsection 3(d).

10. COMPENSATION UPON TERMINATION

(a) Death. Company shall, within 30 days, pay to Employee’s designee or, if no person is designated, to Employee’s estate, Employee’s accrued and unpaid base salary and bonus, subject to the terms of any applicable bonus plan, through the date of termination, and any payments required under applicable employee benefit plans.

(b) Disability. Company shall, within 30 days, pay all accrued and unpaid base salary and bonus, subject to the terms of any applicable bonus plan, through the termination date and any payments required under applicable employee benefit plans.

(c) Termination By Company For Cause: Company shall, within 30 days, pay to Employee, Employee’s accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits).

(d) Non-Renewal By Employee. If Employee gives notice of non-renewal under Section 1, Company shall determine the termination date and will pay accrued and unpaid base salary through the termination date, and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). If the termination date is before the end of the then current Employment Period, and if Employee signs and does not revoke a Severance Agreement and General Release of claims in a form satisfactory to Company, then Company will, in periodic payments in accordance with ordinary payroll practices and deductions, pay Employee an amount equal to Employee’s pro-rata base salary through the end of the then current Employment Period (the “Severance Payments” or “Severance Pay Period”).

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(e) Termination With Severance.

(1) Termination By Company Without Cause or Termination by Employee for Good Reason—Severance: If Company terminates Employee’s employment without Cause and not by reason of death or disability or if Employee terminates for Good Reason, Company will pay the accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). In addition, if Employee signs and does not revoke a Severance Agreement and General Release of claims in a form satisfactory to Company, Company will pay Employee, (i) in periodic payments in accordance with ordinary payroll practices and deductions, the greater of Employee’s current base salary for twelve (12) months or the amount that would be provided by the severance guidelines that are prevailing at the time of termination based on the Employee’s location, and (ii) a pro rata bonus, which represents the unpaid pro-rata portion of the actual annual performance bonus that Employee would otherwise be entitled to receive based on the actual level of achievement of the applicable performance objectives for the fiscal year in which Employee’s termination occurs. The bonus amount shall be paid in a lump sum at the same time bonuses are paid to the Company’s other similarly situated employees. The payment made pursuant to this section are referred to as (the “Severance Payments” or “Severance Pay Period”).

(2) Non-Renewal By Company - Severance: If Employee’s employment ends because Company gives notice of non-renewal under Section 1, Company shall determine the termination date, even if such date is prior to the end of the Employment Period and will pay the accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). In addition, if Employee signs and does not revoke a Severance Agreement and General Release of claims in a form satisfactory to Company, Company will pay Employee, in periodic payments in accordance with ordinary payroll practices and deductions, the greater of Employee’s current base salary for twelve (12) months or the amount that would be provided by the severance guidelines that are prevailing at the time of termination base on the Employee’s location (the “Severance Payments” or “Severance Pay Period”).

(3) Employment by Competitor or Re-hire During Severance Pay Period:

(i) If Employee competes with Company, or is hired or engaged in any capacity by any competitor of Company (to be determined in Company’s reasonable discretion), during any Severance Pay Period, then the Severance Payments shall cease. The foregoing shall not affect Company’s right to enforce the Non-Compete pursuant to Section 7. For purposes of this sub-section, a “competitor” of Company means: any business anywhere in the world that sells Competitive IT Services as defined in Section 7.

(ii) If Employee is rehired by Company during any Severance Pay Period, the Severance Payments shall cease.

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11. OWNERSHIP OF MATERIALS

Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire and belong exclusively to the Company, and Employee hereby assigns all such rights to the Company. Employee agrees to execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure Company’s rights to the foregoing, including without limitation executing inventors’ declarations and assignment forms. If there is a separate signed agreement between Employee and the Company including terms directly related to intellectual property rights, then the intellectual property terms of that agreement shall control.

12. PARTIES BENEFITED; ASSIGNMENTS

This Agreement shall be binding upon Employee, Employee’s heirs and Employee’s personal representative or representatives, and upon Company and its respective successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by Employee, other than by will or by the laws of descent and distribution. The Company may assign its rights and obligation under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise.

13. GOVERNING LAW

This Agreement shall be governed, construed, interpreted, and enforced in accordance with the substantive laws of the State of Texas, without reference to the principles of conflicts of law of Texas or any other jurisdiction, and where applicable, the laws of the United States. Each of the Company and Employee (on behalf of itself and its affiliates) expressly consents to the personal jurisdiction of the Texas state and federal courts for any lawsuit relating to this Agreement, waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to such personal jurisdiction or service of process, and waives any objection to jurisdiction based on improper venue or improper jurisdiction.

Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section.

Employee acknowledges and agrees that Employee is advised to be represented by counsel in connection with his review and agreement to all terms and conditions of this Agreement.

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00. DEFINITION OF COMPANY

“Company” shall include Rackspace US, Inc., and its past, present and future divisions, operating companies, subsidiaries, affiliates and successors.

15. LITIGATION AND REGULATORY COOPERATION

During and after employment, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, or other actions which relate to events or occurrences during employment. Employee agrees, unless precluded by law, to promptly inform the Company if Employee is asked to participate (or otherwise become involved) in any such claim, investigation or action. Employee’s cooperation shall include being available to prepare for discovery or trial and to act as a witness. Company will pay an hourly rate (based on base salary as of the last day of employment) for cooperation that occurs after employment, and reimburse for reasonable expenses, including travel expenses, reasonable attorneys’ fees and costs.

16. DISPUTE RESOLUTION

(a) Injunctive Relief: Employee agrees that irreparable damages to Company will result from Employee’s breach of this Agreement, including loss of revenue, loss of goodwill associated with Employee as a result of employment, and/or loss of the benefit to Company of any training, confidential, and/or trade secret information provided to Employee, and any other tangible and intangible investments made to and on behalf of Employee. A breach or threat of breach of this Agreement shall give the non-breaching party the right to seek a temporary restraining order and a preliminary or permanent injunction enjoining the breaching party from violating this Agreement in order to prevent immediate and irreparable harm. The breaching party shall pay to the non-breaching party reasonable attorneys’ fees and costs associated with enforcement of this Agreement, including any appeals. Pursuit of equitable relief under this Agreement shall have no effect regarding the continued enforceability of the Arbitration Section below. Remedies for breach under this Section are cumulative and not exclusive; the parties may elect to pursue any remedies available under this Agreement.

(b) Arbitration: The parties agree that any dispute or claim, that could be brought in court including discrimination or retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be conducted in San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration

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Association (“AAA”) in effect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. Unless agreed to in writing, the arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to the National Rules for Resolution of Employment Disputes of the AAA, or other rules as the parties may agree to in writing. Any claims received after the applicable statute of limitations period shall be deemed null and void. The parties further agree that by entering into this Agreement, the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless the parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the actual fee for the arbitrator and the claimant’s filing fee; unless otherwise provided by law and awarded by the arbitrator, each party will pay their own attorneys’ fees and other expenses.

17. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

Employee shall keep all terms of this Agreement confidential, except as may be disclosed to Employee’s spouse, accountants or attorneys, each of whom shall agree to keep all terms of this Agreement confidential. Employee authorizes the Company to inform any prospective employer of the existence and terms of this Agreement without liability for interference with Employee’s prospective employment. Employee represents that Employee is under no disability that prevents Employee from performing the essential functions of Employee’s position, with or without reasonable accommodation. Employee represents that Employee is represented by counsel in connection with his review and agreement to all terms and conditions of this Agreement.

18. SECTION 409A COMPLIANCE

(a) General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to the Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and the Employee shall cooperate in good faith to (i) adopt such

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amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder, provided, however, that this Section does not create an obligation on the part of the Company to modify this Agreement or any other agreement, arrangement or plan and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Section 409A, and in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b) Separation from Service under Section 409A. Notwithstanding any provision to the contrary in this Agreement: (i) no Severance Payments shall be payable unless the termination of the Employee’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Employee is deemed at the time of Employee’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the Severance Payments (after taking into account all exclusions applicable to such Severance Payment under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Severance Payments shall not be provided to the Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (B) the date of the Employee’s death; provided, that upon the earlier of such dates, all payments deferred pursuant to this Section 18(b) shall be paid to the Employee in a lump sum, and any remaining Severance Payments shall be paid as otherwise provided herein; (iii) the determination of whether the Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Employee’s separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-l(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A of the Code, the Employee’s right to receive installment payments of the Severance Payments shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. Reimbursements and in-kind benefits are not subject to liquidation or exchange for another benefit.

		Initials:		LSD
		Company:
		Employee:		XX

00

00. WITHHOLDING

The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and other taxes and charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

20. EXCESS PARACHUTE PAYMENTS.

If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program, or arrangement, including without limitation any stock option, stock appreciation right, or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being contingent on a change in ownership or effective control of the Company or of a substantial portion of the assets of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, in the event that the after-tax value of all Payments to Employee (such after-tax value to reflect the reduction for the Excise Tax and all federal, state, and local income, employment, and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to Employee (reflecting a reduction for all such taxes in a like manner) of the amount that is 2.99 times Employee’s “base amount” within the meaning of Section 280G(b)(3) of the Code (the “Safe Harbor Amount”), (a) the cash portions of the Payments payable to Employee under this Agreement shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value (as defined below) of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount, and (b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to Employee under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount, and (c) if the reduction of all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount. All calculations under this Section shall be determined by a national accounting firm selected by the Company (which may include the Company’s outside auditors). The Company shall pay all costs to obtain and provide such calculations to Employee and the Company. For purposes of this Agreement, the “Parachute

		Initials:		LSD
		Company:
		Employee:		SV

14

Value” of a Payment shall mean the present value as of the date of the change in ownership or effective control, within the meaning of Section 280G of the Code, of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

21. MISCELLANEOUS

This Agreement is not effective unless fully executed by all parties, including the President and CEO or authorized officer of the Company, and approved by the Executive Committee as required by Company or its affiliates. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Employee and the President and CEO or authorized officer of the Company that expressly identifies the amended provision of this Agreement. This Agreement contains the entire agreement of the parties on the subject matters in this agreement and supersedes any prior written or oral agreements or understandings between the parties except as noted in Section 11 above. No modification shall be valid unless in writing and signed by the parties. This Agreement may be executed in counterparts, a counterpart transmitted via electronic means, and all executed counterparts, when taken together, shall constitute sufficient proof of the parties entry into this Agreement. The parties agree to execute any further or future documents which may be necessary to allow the full performance of this Agreement. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. Company and Employee agree that the restrictions contained in Section 4, 5, 6, and 7, are reasonable in scope and duration and are necessary to protect Confidential Information. If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area of such restrictive covenant, the parties agree that a court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 5, 6, or 7, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

		Initials:		LSD
		Company:
		Employee:		SV

15

Upon full execution by all parties, this Agreement shall be binding as of the later date of the two signature dates below.

EMPLOYEE:
/s/ Xxxxxxxxx Xxxxxxxxxxx						Date: June 15th 2019
Xxxxxxxxx Xxxxxxxxxxx (Xxx Xxxx)
COMPANY:
/s/ Xxxxx Xxx X’Xxxxxxxx						Date: June 17th 2019
Rackspace US, Inc.
By: Xxxxx Xxx X’Xxxxxxxx
Its: Chief People Officer

		Initials:		LSD
		Company:
		Employee:		SV

16

Exhibit A

Promptly after Employee signs this Employment Agreement, Company will direct Relocation Synergy Group (“RSG”) to purchase Employee’s residence located at                                                           (“Residence”) under its directed, Guaranteed Buy-Out process (“GBO process”) for a guaranteed purchase price of $3,100,000 (the “Purchase Price”). The purchase of the Residence by RGS will be subject to RGS’s standard terms and conditions relating to such transaction, the terms of which are generally summarized below.

After the Effective Date and promptly after Employee has delivered all required documentation to RSG (including evidence that Employee has title to the Residence) and caused the Residence to be vacated and possession to be delivered to RGS, RGS shall issue to Employee a check or wire funds in the amount of Employee’s equity in the Residence (such date, the “Equity Funding Date”). Employee’s “equity” in the Residence shall be the Purchase Price, adjusted as follows:

• reduced by the amount required to secure the release of any mortgage, trust deed or other liens encumbering the Residence;

• reduced by prorations of real estate taxes and other assessments which shall be apportioned as of the Equity Funding Date between RSG and the Employee; and

• increased or reduced by any balances in escrow or deposit accounts with any mortgage, provided such sums are properly assigned to RSG.

Please note that RSG may, at its option, service any indebtedness secured by existing mortgage(s) or trust deed(s) which encumber the Residence, and RSG shall indemnify and hold harmless Employee from and against any personal obligation, liability, cost or expense arising or occurring as a result of such indebtedness or the failure to timely pay such indebtedness after the Equity Funding Date.

On the Equity Funding Date, RGS shall assume the benefits and burdens of ownership and take possession of the Residence. Thereafter, Employee shall have no further liability or obligation with respect to the Residence, including, but not limited to mortgage payments, utilities and insurance, except as specifically set forth in the applicable terms and conditions.

On the sale of the Residence to a third-party, RSG will pay the commission and normal seller’s closing costs directly to the appropriate service providers and shall cause any indebtedness secured by the Residence to be repaid.

Notwithstanding the terms of the Agreement, in the event that Employee does not commence employment with the Company on the Effective Date or if Employee is terminated for Cause within twelve months after the Effective Date, Employee shall indemnify and hold harmless the Company and its affiliates from and against, and pay or reimburse the Company and its affiliates, for any damages, losses, costs and expenses incurred or suffered by the Company and its affiliates resulting from or arising out of the purchase of the Residence by RGS and any subsequent sale thereof to a third-party, including without limitation, the costs and expenses of RGS, real estate brokerage commissions, property taxes and other fees payable to third-parties. Any amounts payable hereunder shall be made within ten (10) days after written demand thereof by Company.

		Initials:		LSD
		Company:
		Employee:		SV

17