Second Amendment to Employment Agreement, dated March 9, 2021, between SolarWinds Corporation and Sudhakar Ramakrishna

    THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of March 9, 2021 (the “Effective Date”), by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and wholly-owned subsidiary of SolarWinds Corporation, a Delaware corporation (“Parent”), and Sudhakar Ramakrishna (“Employee”). This Amendment amends the Employment Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.

WHEREAS, the Company and Employee each desire to amend each that certain Employment Agreement between the Company and Employee dated as of December 7, 2020, as amended by that certain Amendment to Employment Agreement dated as of January 4, 2021 (as amended, the “Employment Agreement”), as set forth below effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing, the Company’s continued employment of Employee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows, notwithstanding anything in the Employment Agreement to the contrary:

(a)In lieu of the initial grant of $3.5 million of PSUs to be made to Employee by Parent pursuant to Section 2(d) of the Employment Agreement, Parent shall grant Employee $7 million in the form of RSUs, which shall vest (i) 25% on February 15, 2022 and (ii) 6.25% in each quarter thereafter.

(b)Except as expressly amended hereby, the Employment Agreement shall remain unmodified and in full force and effect.

(c)This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)In the event of any conflict between the terms of this Amendment and the Employment Agreement, the terms of this Amendment shall expressly control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date set forth above: