0001193125-09-029395 Sample Contracts

3PAR INC. MANAGEMENT RETENTION AGREEMENT
Management Retention Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices • California

This Management Retention Agreement (the “Agreement”) originally made and entered into by and between (the “Executive”) and 3PAR Inc. (the “Company”), effective as of (the “Prior Agreement”), is hereby amended and restated to comply with Section 409A of the Internal Revenue Code, effective as of December 19, 2008.

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3PAR, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices • California

This Agreement, originally made by and between 3PAR, Inc. (the “Company”), and David C-A Scott (“Executive”) July 30, 2007 (the “Prior Agreement”), is hereby amended and restated to comply with Internal Revenue Code (the “Code”) Section 409A and the final regulations and any guidance promulgated thereunder (“Section 409A”), effective as of the last date signed below.

AMENDMENT TO MANAGEMENT RETENTION AGREEMENT
Management Retention Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices

This amendment (the “Amendment”) is made by and between (the “Executive”) and 3PAR Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).

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