Amendment to Performance Share Unit Agreement between Red Hat, Inc. and Participant
This amendment is between Red Hat, Inc. and a participant in its Performance Share Unit (PSU) program. It corrects a clerical error in the original PSU Agreement dated October 16, 2007, specifically replacing a table in Section 3(c)(iii) that outlines how payout percentages are determined based on average percentile rank. The amendment is effective upon execution by both parties and does not otherwise change the terms of the original agreement.
Exhibit 10.38
FORM OF AMENDMENT TO PERFORMANCE SHARE UNIT AGREEMENT
This Amendment to Performance Share Unit Agreement (the “Amendment”) is by and between Red Hat, Inc. (the “Company”) and (the “Participant”).
Background
| A. | The Company and Participant are parties to a Performance Share Unit Agreement relating to the grant by the Company to Participant of a number of target performance share units on October 16, 2007, a copy of which is attached hereto as Exhibit A (the “PSU Agreement”). |
| B. | The Company, at the direction of the Compensation Committee of the Company’s Board of Directors, and Participant wish to enter into this Amendment to correct a scrivener’s error contained in the PSU Agreement. |
Now, therefore, the Company and Participant agree as follows.
Amendment
Section 3(c)(iii) of the PSU Agreement is hereby amended by deleting the table set forth therein and inserting in lieu thereof the following:
| Average Percentile Rank | Payout Percentage | ||
| 25% or less | 200 | % | |
| 30% | 175 | % | |
| 35% | 150 | % | |
| 40% | 125 | % | |
| 45% | 110 | % | |
| 50% | 100 | % | |
| 55% | 90 | % | |
| 60% | 75 | % | |
| 65% | 50 | % | |
| 70% | 25 | % | |
| More than 70% | 0 | % |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the last date set forth below.
| RED HAT, INC. | EXECUTIVE | |||||
| By: |
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| Name: | Name: | |||||
| Title: | Date: | |||||
| Date: | ||||||
