EX-10.1



 Exhibit 10.1 

November 2, 2016 
 William Taylor Rhodes 

c/o Rackspace US, Inc. 
 1 Fanatical Place 

San Antonio, TX 78218 
  

	 	Re:	Treatment of RSUs on closing of Merger  

 Dear Taylor: 

Reference is made to the Notices of Grant of Restricted Stock Units (each, a “Notice”) between you and Rackspace Hosting, Inc. (the
“Company”) as of the grant dates, and as to the number of restricted stock units (“RSUs”) that remain unvested as of the date hereof, in each case as set forth on Exhibit A. Upon the closing (the “Closing”) of the
transactions contemplated by the Agreement and Plan of Merger entered into as of August 26, 2016, by and among Inception Parent, Inc., Inception Merger Sub, Inc., and the Company (the “Merger Agreement”), and notwithstanding anything
contained in any Notice, the Merger Agreement, the 2007 Long-Term Incentive Plan (the “2007 LTIP”), or any other agreement between you and the Company to the contrary, the RSUs that are then outstanding under the Notices shall be
cancelled, and you will become entitled to receive, on each Revised Vesting Date as set forth on Exhibit A, a cash payment in an amount equal to the number of RSUs set forth on Exhibit A with respect to each such Revised Vesting Date multiplied by
$32.00 per RSU, less applicable withholding taxes (an “RSU Payment”). 
 Your right to receive such RSU Payment on any Revised Vesting Date will
be forfeited if, and only if, your employment with the Company and its affiliates terminates prior to the corresponding Revised Vesting Date; provided, that if such termination of employment is either (i) by the Company or its affiliates without
Cause (as defined in the 2007 LTIP), or (ii) by you for Good Reason (as defined in either (A) the Company’s Senior Executive Change of Control and Severance Plan (the “CoC Plan”), if you are a participant in the CoC Plan as of
immediately prior to your termination date or (B) an effective employment agreement between you and the Company or its affiliates), then all RSU Payments that would have become payable on any future Revised Vesting Date had you remained employed
through such Revised Vesting Date shall become immediately payable. 
 To the extent applicable, the changes made pursuant to this letter are intended to
comply with Treasury Regulation 1.409A-3(i)(5)(iv)(B). You acknowledge that you have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this letter, and that you are relying
solely on such advisors and not on any statements or representations of the Company or any of its agents. The Company makes no representations, warranties, or guarantees with respect to the tax consequences of the transactions contemplated by
this letter. In no event will the Company reimburse you for any taxes that may be imposed on you as a result of this letter or the transactions contemplated thereby. 







 Except as otherwise amended by this letter, the existing terms applicable to each RSU will continue to remain in
full force and effect. This letter may only be amended by mutual agreement between the parties hereto. If the Merger Agreement is terminated or the Closing does not occur for any reason, this letter will be null and void. 

Sincerely, 
  

			
	 RACKSPACE HOSTING, INC. 

		
	 By:
	 	 /s/ William Alberts

	 Name:
	 	 William Alberts

	 Title:
	 	 SVP & General Counsel – Americas

	
	 Date: November 2, 2016

	
	 Agreed to and Accepted by:

	
	 /s/ William Taylor Rhodes

	 William Taylor Rhodes


 Date: November 2, 2016 

  
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 Exhibit A 
  

											
	Original Grant Date	  	Original
Vesting Date	 	  	Original
RSUs
Vesting	 	  	RSUs/Revised Vesting
Date
	 5/10/2013
	  	 	5/10/2017	  	  	 	1,082	  	  	1,082 – Closing
	 8/12/2013
	  	 	8/12/2017	  	  	 	1,315	  	  	1,315 – Closing
	 3/6/2014
	  	 	3/6/2017	  	  	 	2,969	  	  	2,969 – Closing
		  	 	3/6/2018	  	  	 	2,969	  	  	2,969 – Closing
	 8/14/2014
	  	 	8/14/2017	  	  	 	12,038	  	  	10,790 – Closing;
 1,248 – 1/1/2017

		  	 	8/14/2018	  	  	 	12,038	  	  	12,038 – Closing
	 11/12/2014
	  	 	11/12/2016	  	  	 	8,803	  	  	8,803 – Closing
		  	 	11/12/2017	  	  	 	8,803	  	  	8,803 – 1/1/2017
		  	 	11/12/2018	  	  	 	8,802	  	  	8,802 – Closing
	 8/13/2015
	  	 	8/15/2017	  	  	 	23,281	  	  	23,281 – 1/1/2017
		  	 	8/15/2018	  	  	 	23,281	  	  	23,281 – Closing
		  	 	8/15/2019	  	  	 	23,281	  	  	23,281 – Closing
	 5/13/2016
	  	 	5/15/2017	  	  	 	36,878	  	  	36,878 – 1/1/2017
		  	 	5/15/2018	  	  	 	36,878	  	  	36,878 – 1/1/2017
		  	 	5/15/2019	  	  	 	36,878	  	  	36,878 – Closing
		  	 	5/15/2020	  	  	 	36,878	  	  	36,878 – Closing
	 11/12/2014*
	  	 	—  	  	  	 	105,633	  	  	19,125 – 1/1/2017;
 44,121 – 7/1/2017;

42,387 – 1/1/2018

	 3/4/2015*
	  	 	—  	  	  	 	54,650	  	  	54,650 – 1/1/2018
	 2/24/2016*
	  	 	3/5/2019	  	  	 	172,502	  	  	112,343 – 1/1/2018;
 23,281 – 7/1/2018;

36,878 – 1/1/2019


  

	*	Vesting originally subject to satisfaction of performance conditions 


  
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