PERVASIVE SOFTWARE INC. 1997 STOCK INCENTIVEPLAN: NOTICEOF RESTRICTED STOCK AWARD

PERVASIVE SOFTWARE INC.

•      If the Corporation is subject to a “Corporate Transaction” or “Change in Control” (as defined in the Plan) while you are an employee, consultant or director of the Corporation, you will vest in all of the shares unless the Corporation assigns its right to acquire Restricted Shares (as defined below) to the acquiring company. In addition, if your employment or service is Involuntarily Terminated (as defined in the Plan) following the Corporate Transaction or Change in Control then your vesting in the shares will accelerate and be measured in six month increments so that you would become vested in and entitled to receive that number of shares of Restricted Stock as if you had been in service as of the end of the next six month increment from the date of Involuntary Termination (rounded down to the nearest whole share) (for illustrative purposes only, assume (A) in the event you are subject to an Involuntary Termination following a Change of Control nine months following the date of grant, then vesting would accelerate as if you had been in service as of twelve months following the grant, (B) in the event you are subject to an Involuntary Termination following a Change of Control sixteen months following the date of grant, then vesting would accelerate as if you had been in service as of eighteen months following the grant).

•      In the event of a Voluntary Termination (as defined in the Plan) prior to the third anniversary of the grant date, you will not receive any acceleration of vesting and you will not be entitled to receive any of the shares.

•      In the event of an Involuntary Termination (and a Change of Control or Corporate Transaction has not occurred) prior to the third anniversary of the grant date, you will receive acceleration of vesting of that number of shares equal to the quotient of (A) product of either (1) 1/3 of the total shares granted if Involuntary

Termination occurs after the first day of the thirteenth month following the grant date but prior to the last day of the twenty-fourth month following the grant date or (2) 2/3 of the total shares granted if Involuntary Termination occurs after the first day of the twenty-fifth month following the grant date but prior to the third anniversary of the grant date multiplied by the difference between the 20 day average closing price of one share of Company common stock (the “Average Closing Price”) on the date of grant and the Average Closing Price on the date of Involuntary Termination divided by (B) the Average Closing Price on the date of Involuntary Termination (rounded down to the nearest whole number) (For illustrative purposes, assuming you were originally granted 100 shares and are Involuntarily Terminated during the thirtieth month following the grant date, the Average Closing Price on the grant of date is $4.00 and the Average Closing Price on the date of Involuntary Termination is $6.00, then the following formula shall apply: 66.7 shares multiplied by $2.00 equals $133.40 which is then divided by $6.00 for a total number of vested shares of 22 (rounded down to the nearest whole number).

certificate or certificates evidencing such Restricted Shares to the Corporation upon the forfeiture of such shares. You will receive no payment for Restricted Shares that are forfeited.

The Corporation determines when your service terminates for this purpose.

The text of the 1997 Stock Incentive Plan is incorporated in this Agreement by reference.

This Agreement and the Plan constitute the entire understanding between you and the Corporation regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement, signed by both parties.