0001193125-04-217493 Sample Contracts

FIRST AMENDMENT TO INDUCEMENT RESTRICTED STOCK AGREEMENT
Inducement Restricted Stock Agreement • December 21st, 2004 • Tippingpoint Technologies Inc • Electronic computers

The First Amendment to the inducement restricted stock agreement (the “Restricted Stock Agreement”) entered into by and between James A. Hamilton (“Grantee”) and TippingPoint Technologies, Inc., a Delaware corporation (the “Company”) as of September 15, 2003 is dated and effective as of December 16, 2004 (the “Amendment”). Any capitalized term used but not defined in this Amendment shall have the meaning given such term in the Restricted Stock Agreement.

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2004 • Tippingpoint Technologies Inc • Electronic computers

This Second Amendment to Employment Agreement (this “Amendment”) dated is made and entered into effective as of December 16, 2004 (the “Effective Date”), by and between TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and James A. Hamilton (“Employee” and together, the “Parties”). Any capitalized term used but not defined in this Amendment shall have the meaning given such term in the Original Agreement (as defined below).

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