April 11, 2006 Bhaskar Gorti Portal Re: Post Closing Employee Payment and Retention Agreement Dear Mr. Gorti:Post Closing Employee Payment and Retention Agreement • April 25th, 2006 • Oracle Corp • Services-prepackaged software
As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation
