RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Form of Director Deferred Stock Unit Agreement (Vested) Cover SheetDirector Deferred Stock Unit Agreement • April 25th, 2013 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware
This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Director” or “Participant”) of a Deferred Stock Unit Award (the “Award”) of the number of deferred stock units listed below (the “Deferred Stock Units”). Each unit represents the right to receive one share of the Company’s common stock, $.0001 par value per share (“Common Stock”). This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”) and in the Agreement, consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.
RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Restricted Stock Unit Agreement (Non-Executive, Non-U.S. Participants) Cover SheetRestricted Stock Unit Agreement • April 25th, 2013 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware
This Restricted Stock Unit Agreement (the “Agreement”) evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Restricted Stock Unit Award (the “Award”) covering the number of restricted stock units (each, an “RSU”) listed below, each representing the right to receive the value of one share of the Company’s common stock, $.0001 par value per share, with a vesting start date (the “Vesting Start Date”) listed below, such Award to be subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”), and in the attached Exhibit A and Appendix A, thereto.
RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Restricted Stock Unit Agreement (Non-Executive US Participants) Cover SheetRestricted Stock Unit Agreement • April 25th, 2013 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware
This Restricted Stock Unit Agreement (the “Agreement”) evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date of grant set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Restricted Stock Unit Award (the “Award”) covering the number of restricted stock units (each, an “RSU”) listed below, each representing the right to receive the value of one share of the Company’s common stock, $.0001 par value per share, with a vesting start date (the “Vesting Start Date”) listed below, such Award to be subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”), and in the attached Exhibit A and Appendix A, thereto.
RED HAT, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 25th, 2013 • Red Hat Inc • Services-computer programming, data processing, etc. • North Carolina
THIS EMPLOYMENT AGREEMENT is made effective as of December 19, 2007 by and between Red Hat, Inc., a Delaware corporation with its offices at 1801 Varsity Drive, Raleigh, North Carolina 27606 (the “Company”), and James M. Whitehurst, an individual (“Executive”). Together the Company and Executive shall be referred to herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG RED HAT, INC., SALTA ACQUISITION CORPORATION, MANAGEIQ, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER AGENT Dated as of December 19, 2012Merger Agreement • April 25th, 2013 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 19, 2012, by and among Red Hat, Inc., a Delaware corporation (the “Buyer”), Salta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), ManageIQ, Inc. a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the holder agent (the “Holder Agent”). Capitalized terms that are used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Article VIII.
