0001193125-05-221190 Sample Contracts

October __, 2005
Sumtotal Systems Inc • November 9th, 2005 • Services-prepackaged software

We are pleased to offer you a cash incentive to remain employed with the Company. We are offering you the retention bonus described in this letter agreement because we recognize that you are critical to the success of our future business operations and you have the potential to make a significant impact on our future growth.

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SUMTOTAL SYSTEMS, INC.
Restricted Stock Award Agreement • November 9th, 2005 • Sumtotal Systems Inc • Services-prepackaged software

Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (“Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Agreement”).

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