0001193125-10-042982 Sample Contracts

AT-WILL EMPLOYMENT AGREEMENT
At-Will Employment Agreement • February 26th, 2010 • Guidance Software, Inc. • Services-prepackaged software • California

This At-Will Employment Agreement (“Agreement”) is entered on this 3rd day of November of 2006 between Guidance Software, Inc. (“Company”) and Larry A. Gill (“Employee”). In consideration of the mutual promises and conditions contained in this Agreement, the Company and Employee agree as follows:

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GUIDANCE SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 26th, 2010 • Guidance Software, Inc. • Services-prepackaged software • California

Guidance Software, Inc., a Delaware corporation (the “Company”), pursuant to its First Amended and Restated 2004 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), the number of shares of the Company’s common stock, par value $0.001 per share, set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth in this Restricted Stock Agreement (the “Agreement”) (including without limitation the Restrictions on the Shares set forth in the Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

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