0001193125-06-175348 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT Amended and Restated August 16, 2006
Change of Control Agreement • August 17th, 2006 • Sumtotal Systems Inc • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 2006 (the “Effective Date”) between (“Executive”) and SumTotal Systems, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

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