0001104659-06-055122 Sample Contracts

NON-STATUTORY STOCK OPTION AGREEMENT PRIMAL SOLUTIONS, INC. 2006 STOCK OPTION PLAN
Non-Statutory Stock Option Agreement • August 15th, 2006 • Primal Solutions Inc • Services-prepackaged software • Delaware

THIS NON-STATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is effective this day of , , between PRIMAL SOLUTIONS, INC., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (“Optionee”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Primal Solutions, Inc. 2006 Stock Option Plan (the “Plan”).

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August 9, 2006 Mr. Bob Richardson 7072 Eveningsong Dr. Huntington Beach, CA 92648 Re: Amended and Restated Side Letter regarding transition assistance and Option Vesting on Change of Control Dear Bob:
Side Letter Agreement • August 15th, 2006 • Primal Solutions Inc • Services-prepackaged software

This letter agreement confirms our agreement to amend and restate that certain Side Letter Agreement dated August 18, 2003 between you and Primal regarding transition assistance and option vesting upon the occurrence of certain events or conditions.

August 9, 2006 Mr. Sam Gilson 159 Barberry Lane Ponte Vedra Beach, FL 32082 Re: Option Vesting on Change of Control Dear Sam:
Option Vesting Agreement • August 15th, 2006 • Primal Solutions Inc • Services-prepackaged software

This letter agreement confirms our agreement regarding option vesting upon the occurrence of certain events or conditions.

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