Settlement agreement between Rackspace Limited and Martin Blackburn, dated as of November 2, 2022

This Settlement Agreement is made by deed on    2 November 2022

(1)RACKSPACE LIMITED, a company incorporated and registered in England and Wales (Registered Number: 03897010) and having its registered office at Unit 5, Millington Road, Hyde Park, Hayes, Middlesex, UB3 4AZ (the Employer or we/us/our)

(2)MARTIN BLACKBURN, whose home address is Corran Crest Hill, Peaslake, Guildford, Surrey, GU5 9PE (the Employee or you/your).

1.1In this Agreement the following words and expressions will bear the meanings set out below:

Settlement Payment means the payment set out in Clause 5.

Statutory Claims means the claims listed in Schedule 1.

Statutory Requirements means the conditions relating to compromise agreements and/or settlement agreements under section 147 of the Equality Act 2010, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the

Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation of Employees Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross Border Mergers) Regulations 2007 and section 58 of the Pensions Act 2008.

Termination Date is 7 December 2022 or such other date as we may agree in writing.

1.2Headings are for convenience only and will not affect the construction or interpretation of this Agreement.

(c)reimburse you for all business expenses you properly incur up to the Termination Date provided that you submit the expenses claim and valid receipts within 14 days of the Termination Date and comply with our rules and procedures in relation to expenses; and

(d)deduct from the sums due under this Clause 2 any outstanding sums you owe us.

2.3Within 30 days following your Termination Date, the Company shall make a payment to you in lieu of your 12 month notice entitlement under the Service Agreement in the amount of £506,000 (the PILON), less all required deductions for tax and employee National Insurance contributions.

2.4The payments and benefits in this Clause 2 shall be subject to the income tax and National Insurance contributions that we are obliged by law to pay or deduct. The parties agree that the amount of the PILON is equal to or exceeds the amount given by the formula in section 402D(1) of ITEPA and, accordingly, believe that your Post-Employment Notice Pay is nil.

2.5You confirm that, except as provided in this Agreement, there are no other sums due to you from us or any Associated Company whether under the Service Agreement or otherwise.

You believe that you have or may have the following claims against us arising from the Employment and/or the termination of the Employment:

(a)Wrongful/unfair dismissal,

(b)a breach of contract claim.

4.1Without admission of liability by us, and subject to Clause 4.2, you accept this Agreement in full and final settlement of:

(a)the Particular Claims;

(b)the Statutory Claims; and

(c)all and any claims present, future or contingent you have or may have against us and/or any Associated Company and any director, officer, employee and agent of ours and/or any Associated Company arising from the Employment and/or its termination or otherwise, whether claims are, or could be, known to the parties or in their contemplation at the date of this Agreement. Without prejudice to the foregoing generality, this settlement applies to all claims (whether under statute, common law, European law or otherwise) including damages, breach of any contract with us, pension or pension rights howsoever arising (other than accrued pension rights), redundancy pay, compensation for unfair dismissal, unlawful deduction of wages, claims for personal injury, loss of office or employment or otherwise.

4.2The waiver in Clause 4.1 does not apply to the following:

(a)any claim in relation to accrued pension rights in relation to a company pension scheme;

(b)any claim in respect of personal injury of which you are not aware and could not reasonably be expected to be aware at the date of this Agreement (other than claims under discrimination legislation); or

(c)any claim by you to enforce the terms of this Agreement.

4.3Clause 4.4 applies if you present a complaint to, or institute proceedings before, a court or Employment Tribunal in relation to a complaint against:

(a)us; and/or

(b)any Associated Company; and/or

(c)any director, officer, employee and agent of ours and/or of any Associated Company,

arising from the Employment and/or the termination of the Employment, which you have not waived under this Clause 4, other than a claim preserved by Clause 4.2 (a New Complaint).

4.4If you present a New Complaint, you agree to enter into, and take legal advice on, a further settlement agreement, waiving the New Complaint. You acknowledge that we will not:

(a)pay any consideration; or

(b)make any contribution towards the legal fees you incur,

in relation to such a further settlement agreement.

5.1Subject to and conditional on you fulfilling your obligations under this Agreement, the Employer shall:

(a)Within 28 days of receipt by us of a copy of this Agreement signed by you and a letter from the Legal Adviser dated today's date in the form set out in Schedule 3, whichever is later, pay to you £230,000, less the deductions specified in this Clause 5, as compensation for termination of employment ("the Settlement Payment"). The Settlement Payment is the equivalent of Employee’s base salary for 6 months.

(b)Pay the Employee his pro rata 2022 bonus payment, which represents a pro-rata portion of the annual bonus that Employee otherwise would have been entitled to receive (if Employee was employed at the time of the payout for the 2022 bonus plan), based on the number of days worked in 2022 divided by 365 and based on the 2022 performance achievement levels, (the “2022 Bonus Payment”). This 2022 Bonus Payment will be paid in a lump sum when bonuses for 2022 are paid to other similarly situated employees. The Company agrees that no retroactive criteria will be introduced related to the annual bonus and the payout of a pro rata bonus for 2022 will not be lowered on account of your individual performance.

(c)Modify the Employee’s equity on the amended terms and conditions set forth in that certain letter agreement attached as Schedule 4 and to be executed by the parties upon the date of this Agreement ("the Equity Acceleration").

(d)The Company shall make a payment to the Employee in respect of 20 days’ accrued but untaken holiday up to and including the Termination Date in the amount to £38,923.08. This payment will be made on the first reasonable payroll date following the Termination Date.

(e)The Company agrees to keep Employee (and family) on his current medical plan with the Company for a period of 12 months following the Termination Date.

(f)    For a period of 3 months following the Termination Date, the Company agrees to preserve Employee’s email and provide Employee with administrative support who will have access to Employee’s email and calendar and will assist with any necessary Rackspace business transactions.

(a)No part of the Settlement Payment is taxable as Post-Employment Notice Pay.

(b)The first £30,000 of the Settlement Payment will be tax free, as it is a termination award under the threshold within the meaning of sections 402A(1) and 403 of ITEPA.

(c)The balance of the Settlement Payment (being £200,000) will be taxable as a termination award exceeding the threshold within the meaning of sections 402A(1) and 403 of ITEPA. We shall accordingly deduct income tax from it at the appropriate rate.

(d)The 2022 Bonus Payment will be subject to the income tax and National Insurance contributions that we are obliged by law to pay or deduct.

6.1You agree that you:

8.1You confirm that you:

(a)to HM Revenue & Customs;

(b)to any regulatory or law enforcement body or supervisory authority;

(c)where necessary or appropriate to:

11.2We will not authorise our employees to make any comment or statement of any nature that is derogatory to or disparaging of you.

Immediately following the Termination Date, you agree to update your LinkedIn account or other professional networking site (Networking Accounts) so that the Networking Accounts no longer state that you are employed by us or any Associated Company.

You hereby agree that you will not after the Termination Date wrongfully represent yourself as being employed by or otherwise connected with us or any Associated Company.

15.1You declare and acknowledge that, before signing this Agreement, you:

(a)have received advice from the Legal Adviser, who is a qualified lawyer, as to the terms and effect of this Agreement and, in particular, as to its effect on your ability to pursue your rights before an Employment Tribunal;

(b)have been advised by the Legal Adviser that a contract of insurance or a professional indemnity covering the risk of a claim in relation to such advice is and will remain for the foreseeable future in force; and

(c)understand and agree that the Legal Adviser is not employed by or acting in this matter for us or an Associated Company.

15.2By signing the certificate at Schedule 3, the Legal Adviser warrants that the statements set out in Clauses 15.1(a), 15.1(b), and 15.1(c) and in the certificate are true.

1Claims:

1.1a claim for breach of contract or wrongful dismissal;

1.2a claim for unfair dismissal, under the Employment Rights Act 1996;

1.3a claim for a statutory redundancy payment, under the Employment Rights Act 1996;

1.4a claim in relation to an unauthorised deduction from wages, under the Employment Rights Act 1996;

1.5a claim for an unlawful detriment, under the Employment Rights Act 1996;

1.6a claim in relation to employment particulars, under the Employment Rights Act 1996;

1.7a claim in relation to guarantee payments, under the Employment Rights Act 1996;

1.8a claim in relation to Sunday working for shop and betting workers, under the Employment Rights Act 1996;

1.9a claim in relation to protected disclosures, under the Employment Rights Act 1996 and the Public Interest Disclosure Act 1998;

1.10a claim in relation to suspension from work, under the Employment Rights Act 1996;

1.11a claim in relation to maternity, paternity, adoption and parental rights and flexible working, under the Employment Rights Act 1996;

1.12a claim in relation to time off work, under the Employment Rights Act 1996;

1.13a claim in relation to the right to a written statement of reasons for dismissal, under the Employment Rights Act 1996;

1.14a claim in relation to working time or holiday pay, under the Working Time Regulations 1998;

1.15a claim in relation to the national minimum wage, under the National Minimum Wage Act 1998;

1.16a claim for equality of terms under the Equality Act 2010;

1.17a claim for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment under the Equality Act 2010;

1.18a claim for direct or indirect discrimination, harassment or victimisation related to race under the Equality Act 2010;

1.19a claim for direct or indirect discrimination, harassment or victimisation related to disability, discrimination arising from disability or failure to make adjustments under the Equality Act 2010;

1.20a claim for direct or indirect discrimination, harassment or victimisation related to age, under the Equality Act 2010;

1.21a claim for less favourable treatment on the grounds of part-time status, under the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;

1.22a claim for less favourable treatment on the grounds of fixed-term status, under the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;

1.23a claim a claim for direct or indirect discrimination, harassment or victimisation related to religion or belief under the Equality Act 2010;

1.24a claim for direct or indirect discrimination, harassment or victimisation related to sexual orientation under the Equality Act 2010;

1.25a claim for failure to comply with obligations under the Transnational Information and Consultation etc. Regulations 1999;

1.26a claim for failure to comply with obligations under the Information and Consultation of Employees Regulations 2004;

1.27a claim for failure to comply with obligations under the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulation s 2006;

1.28a claim in relation to the obligations to elect appropriate representatives or inform and consult or any entitlement to a protective award, under the Trade Union and Labour Relations (Consolidation) Act 1992;

1.29a claim in relation to the obligations to elect appropriate representatives or inform and consult or any entitlement to compensation, under the Transfer of Undertakings (Protection of Employment) Regulations 2006;

1.30a claim for failure to comply with obligations under the Human Rights Act 1998;

1.31a claim for failure to comply with obligations under the Data Protection Act 2018 and/or the General Data Protection Regulation (EU) 2016/679;

1.32a claim in relation to existing personal injury, whether or not you are aware of such claims;

1.33a claim arising as a consequence of the United Kingdom’s membership of, or exit from, the European Union.

The Directors
Rackspace Limited (the Company)
Unit 5
Millington Road
Hyde Park
Hayes
Middlesex
UB3 4AZ

2 November 2022

Dear Sirs

I, Martin Blackburn of ____, hereby resign my office as Director of the Company with immediate effect from today’s date.

I confirm that I have no claim whatsoever against the Employer or any Associated Company in respect of my resignation as a director and I waive any such claim that may hereafter become available to me by reason of such resignation.

Yours sincerely

.......................................………

I hereby certify as follows:

I am a solicitor holding a current practising certificate.

Before Martin Blackburn (the Employee) signed the Settlement Agreement to which this certificate is annexed, I provided independent advice to them on the terms and effect of the Settlement Agreement with Rackspace Limited (the Employer) and in particular its effect on their ability to pursue their rights before an Employment Tribunal.

I am not employed by and not acting (and have not acted) in relation to this matter for the Employer or any Associated Company.

When I gave the advice referred to above, there was in force a policy of insurance or an indemnity provided for members of a profession covering the Employee in respect of loss arising in consequence of the advice I have given.

I gave advice to the Employee as a relevant independent adviser within the meaning of the Acts and Regulations referred to in Clause 9.

Signed ....................................................    Dated...............................................

2 November 2022

Martin Blackburn

Re:    Extension of MEP Option Exercise & Acceleration of RSU Vesting

Dear Martin:

Reference is hereby made to the following:

Terms used but not defined herein have the meanings set forth in the Settlement Agreement, March 2021 RSU Agreement, August 2021 RSU Agreement or 2022 RSU Agreement, as applicable.

“Company” means Rackspace Technology, Inc

It is deemed that your resignation takes effect from the Termination Date.

Subject to the terms and conditions set forth in the Settlement Agreement and your acknowledgment and acceptance of this letter agreement, as evidenced by your signature below, you and the Company hereby agree as follows:

Acknowledged and agreed this ___ day of _____ 2022.

                        
Martin Blackburn

Martin Blackburn will be leaving the company at the end of the month.  In his almost 3 years at Rackspace Technology, Martin’s leadership has been the driving force in the EMEA region which has set it on its current trajectory and laid the foundation for future success. Martin also has built a strong leadership team, who will be key leaders in our new two business unit model. Over the next few weeks, Martin and I will be working together to smoothly transition responsibilities. I want to thank Martin for his contributions to our customers, our business, and Rackers and wish him all the best in his future endeavours.