0001193125-09-003855 Sample Contracts

EXECUTION COPY
Red Hat Inc • January 9th, 2009 • Services-computer programming, data processing, etc.

To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and to make certain other agreed changes, Red Hat, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the employment agreement dated as of December 19, 2007 by and between the Company and you (the “Agreement”) as follows:

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EMPLOYEE INVENTIONS ASSIGNMENT AND RESTRICTIVE OBLIGATIONS AGREEMENT
And Restrictive Obligations Agreement • January 9th, 2009 • Red Hat Inc • Services-computer programming, data processing, etc. • North Carolina

As an employee of Red Hat, Inc., a Delaware corporation (the “Company”) and in consideration of the offer of employment made to me by the Company, I agree to the following:

FORM OF AMENDMENT TO EQUITY AWARDS WITH INDEPENDENT DIRECTORS
Equity Awards With Independent Directors • January 9th, 2009 • Red Hat Inc • Services-computer programming, data processing, etc.

Red Hat, Inc. (the “Company”) and (the “Director”) hereby enter into this agreement (the “Amendment Agreement”) effective as of the last date that each of the parties has signed this Amendment Agreement (the “Effective Date”) if the Director is then still a member of the Company’s Board of Directors.

December 29, 2008
Red Hat Inc • January 9th, 2009 • Services-computer programming, data processing, etc.

To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and to make certain other agreed changes, Red Hat, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the non-executive chairman agreement dated as of February 28, 2008 by and between the Company and you (the “Agreement”) as follows:

December 29, 2008
Red Hat Inc • January 9th, 2009 • Services-computer programming, data processing, etc.

To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and to make certain other agreed changes, Red Hat, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the executive transition agreement dated as of February 28, 2008 by and between the Company and you (the “Agreement”) as follows:

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