**SEPARATION AND RELEASE AGREEMENT**

       This **SEPARATION AND RELEASE AGREEMENT** (the “Agreement”) is made and entered into by and between **ROGUE WAVE SOFTWARE, INC.** (“Rogue Wave”) and**DAVID A. RICE**, with a principal residence at principal residence at 240 Dixon Road, Boulder, Colorado 80302 (“Mr. Rice”) (collectively “Parties”) as of the Execution Date of this Agreement defined in paragraph 29below.

       **WHEREAS**, effective as of April 25, 2002, Mr. Rice tendered his resignation as Vice President Business Development and any and all otherpositions he may have held as an employee, officer, and director of Rogue Wave as well as any such positions he may have held with Rogue Wave’s corporate affiliates, parents or subsidiaries;

       **WHEREAS**, Rogue Wave has accepted the resignation tendered by Mr. Rice;

       **WHEREAS,** theParties wish to make the separation amicable but conclusive on the terms and conditions set forth herein; and

       **WHEREAS**, Mr. Rice accepts the benefitsof this Agreement with the acknowledgment that by its terms he has been fully and satisfactorily compensated and will receive no payment, compensation, or benefits relating in any manner to Mr. Rice’s employment with Rogue Wave or theseparation thereof except as set forth in this Agreement.

**II.              COVENANTS**

       **NOW THEREFORE**, in consideration of the above set forth recitals which are incorporated herein by reference and the mutual promises and covenants contained in thisAgreement, it is hereby agreed by and between the Parties hereto as follows:

       1.       **RESIGNATION.** Mr. Rice has tendered and Rogue Wave has accepted Mr. Rice’s resignation as Vice President Business Development and any and all other positions he may have held as anemployee, officer, and director of Rogue Wave as well as any such positions he may have held with any of Rogue Wave’s corporate affiliates, parents or subsidiaries, effective as of April 26, 2002 (“Separation Date”).

       2.       **MODIFICATIONAND SUBSTITUTION OF AGREEMENT.** The Partiesagree that this Agreement shall replace, modify, and completely supercede any obligations set forth in any former agreement, whether written or oral concerning the terms of Mr. Rice’s employment with, or separation from, Rogue Wave. ThisAgreement establishes the final agreement between the parties as to the obligations of Rogue Wave, and this Agreement may be altered only in a writing signed by the Chief Executive Officer of Rogue Wave Software, Inc.

       3.        **CONSIDERATION.** Although Rogue Wave has no policy or procedure requiring payment of any severance benefits,Rogue Wave agrees to the following as part of this Agreement: Rogue Wave agrees to pay Mr. Rice $50,000.00 (Fifty Thousand Dollars), less all legally required deductions and required withholdings (“Lump Sum Payment”). The LumpSum

Payment shall be made in a one-time payment within 14 days of the Execution Date of this Agreement. The Lump Sum Payment shall be by check and delivered by first class mail,overnight delivery, or hand delivery (at the sole option of Rogue Wave) to Mr. Rice at the address of his principal residence set forth above.

       4.       **INSURANCE.** To the extent permitted by the federal COBRA law, applicable state laws, and the insurance policies and rules applicable to Rogue Wave, Mr. Rice will be eligible to continuehis health insurance benefits. Mr. Rice acknowledges that Rogue Wave has provided him with a COBRA notification form setting forth Mr. Rice’s rights and responsibilities with regard to COBRA coverage. Should Mr. Rice timely elect to continuecoverage pursuant to COBRA, Rogue Wave agrees to pay the premiums in the amount of the premium to that which Rogue Wave paid immediately prior to the Separation Date for Mr. Rice’s insurance coverage for a period beginning May 1, 2002 andconcluding July 31, 2002 (“COBRA Payment Period”), unless this obligation is terminated earlier as set forth in this Agreement. Should Mr. Rice obtain employment during the COBRA Payment Period, Rogue Wave’s obligation under thisparagraph shall forever cease upon the expiration of the waiting period (if any) for entitlement to insurance coverage through Mr. Rice’s new employer. Mr. Rice agrees to notify Rogue Wave in writing in the event Mr. Rice obtains employmentduring the COBRA Payment Period.

       5.       **FORGIVENESS OF PAYMENTS UNDER LOAN AGREEMENT.** Rogue Waveand Mr. Rice acknowledge and agree that, as consideration for the releases set forth in this Agreement, Mr. Rice has no further obligations under the Loan Agreement executed February 19, 2001 between Mr. Rice and Rogue Wave, *provided however*,that any taxes owing with respect to the forgiveness of any payments under the Loan Agreement will be the sole responsibility of Mr. Rice, and Rogue Wave may withhold any taxes due from such forgiveness from any other payment under this Agreement asrequired by law. In addition, Mr. Rice agrees to fully indemnify and hold harmless Rogue Wave for any tax liability Rogue Wave may incur as a result of the forgiveness of payments under the Loan Agreement as set forth in this paragraph.

       6.        **FORGIVENESS OF RELOCATION AMOUNTS.** In consideration for the releasesset forth in this Agreement, Rogue Wave will forgive, and will not require repayment of, Mr. Rice’s obligation to repay amounts paid to Mr. Rice during his relocation to the Boulder, Colorado, area.

       7.        **SHARES SUBJECT TO OPTION.** Pursuant to your stock option grant(s) and the plan(s) governing thosegrant(s) (the “Stock Plan”), vesting of your stock options will cease on your Separation Date. Any right to exercise any vested shares will be as set forth in your stock option grant notice, the stock option agreement, and the StockPlan.

       8.        **OTHER COMPENSATION**. Except as expressly provided herein, Mr. Riceacknowledges and agrees that Mr. Rice will not receive (nor is Mr. Rice entitled to receive) any consideration, compensation, payments, bonuses, commissions, reimbursements, incentive payments, stock, equity interests, stock options, or benefits ofany kind. Mr. Rice further acknowledges and agrees that Rogue Wave has paid to Mr. Rice in full any and all wages, salary, accrued but unused vacation, floating holiday accrued but not taken, personal time off, commissions, bonuses, stock options,incentive payments and compensation due and owing, if

any, as of the Separation Date. The Parties also agree that, except as provided in paragraph 15 of this Agreement supercedes any and all prior agreements concerning theobligations of Rogue Wave to Mr. Rice.

       9.        **DENIAL OF LIABILITY.** The Partiesacknowledge that any payment by Rogue Wave and any release by Mr. Rice pursuant to this Agreement are made to ensure that the separation is amicable, that in making any such payment or release, Rogue Wave and Mr. Rice in no way admit any liabilityto each other and that they expressly deny any such liability.

       10.       **NONDISPARAGEMENT.** Mr.Rice agrees that he will not at any time disparage Rogue Wave nor any of its officers or directors to third parties in any manner likely to be harmful to Rogue Wave, its business reputation, or the personal or business reputation of its officers,directors, shareholders and/or employees. Notwithstanding the prohibition in the preceding sentence, Mr. Rice shall respond truthfully, accurately and fully to any question, inquiry, or request for information when required by legalprocess.

       11.       **ROGUE WAVE PROPERTY.** Prior to the SeparationDate, Mr. Rice agrees to return to Rogue Wave all Rogue Wave documents in whatever form (and all copies thereof) and any and all other Rogue Wave property in Mr. Rice’s possession, custody or control, including, but not limited to, financialinformation, customer information, customer lists, employee lists, Rogue Wave files, notes, contracts, contracts, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, software,tangible property, including any computer equipment, laptops, cellular telephones, pagers, credit cards, entry cards, identification badges and keys, and any materials of any kind which contain or embody any proprietary or confidential material ofRogue Wave (and all reproductions thereof in any form including electronic or paper). Mr. Rice agrees that should he fail to comply with this paragraph of this Agreement, Rogue Wave may pursue any rights it has in law or in equity to recover suchinformation, to prevent Mr. Rice’s use, disclosure, or destruction of such property, and to recover damages for Mr. Rice’s retention, use, disclosure, or destruction of Rogue Wave property.

       12.       **CONFIDENTIALITY/NON-DISCLOSURE.** Mr. Rice acknowledges that confidentiality and nondisclosure of theterms of this Agreement are material considerations for the Parties entering into this Agreement. Mr. Rice acknowledges, represents, and agrees that he has not and will not discuss the terms or provisions of the Agreement with any current or formerRogue Wave employee except the Vice President of Human Resources and the Chief Executive Officer. As such, the provisions of this Agreement shall be held in strictest confidence by Mr. Rice and shall not be publicized or disclosed in any mannerwhatsoever, including but not limited to, the print or broadcast media, any public network such as the Internet, any other outbound data program such as computer generated mail, reports or faxes, or any source likely to result in publication orcomputerized access. Notwithstanding the prohibitions in this paragraph: (a) the Mr. Rice may disclose this Agreement in confidence to his attorneys, accountants, auditors, tax preparers, and financial advisors; and (b) Mr. Rice may disclose thisAgreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. Mr. Rice agrees and acknowledges that any breach of the foregoing provisions concerning confidentiality would cause damage to Rogue Wave inan amount that would be extremely difficult or impossible to calculate. Accordingly, Mr. Rice agrees that, in the event of any breach by Mr.

Rice, his spouse, attorneys, accountants, or tax advisors of the foregoing provisions, Rogue Wave shall be entitled to liquidated damages in the amount of Twenty Five ThousandDollars ($25,000). Mr. Rice explicitly agrees and acknowledges that this provision with respect to liquidated damages is reasonable under the circumstances existing at the time the Agreement was made.

       13.       **BUSINESS EXPENSE REIMBURSEMENT**. Rogue Wave agrees to reimburse Mr. Rice for those reasonable businessexpenses he necessarily incurred in his capacity as a Rogue Wave employee prior the Separation Date to the extent such expenses are consistent with Rogue Wave’s policies in this regard. Mr. Rice acknowledges and agrees that Rogue Wave will notreimburse him for any expenses he incurred after the Separation Date. Mr. Rice must submit the necessary documentation establishing the amount, date and reason for expenses he incurred and for which he seeks reimbursement no later than 15 days afterthe Separation Date.

       14.       **REFERENCES**. To coordinate Rogue Wave’s response to anyinquiries from prospective employers seeking employment references concerning Mr. Rice, Mr. Rice agrees to direct such prospective employers exclusively to the Rogue Wave Vice President of Human Resources. Should the Vice President of HumanResources receive an inquiry, the Vice President (or an authorized agent acting on behalf of the Vice President) shall confirm Mr. Rice’s period of employment with Rogue Wave, the position he held, and the latest salary that he received as anemployee and will state that company policy precludes the release of further information.

       15.       **NONDISCLOSURE OF PROPRIETARY INFORMATION AND NON-COMPETITION AGREEMENT.**Mr. Rice agrees and acknowledges that he is bound, and will continue to be bound after the Execution Date of this Agreement, by the terms of the Employee Proprietary Information and Inventions Agreement (“Confidentiality Agreement”)between Mr. Rice and Rogue Wave, executed by Mr. Rice on September 23, 1999, a copy of which is attached hereto as *Exhibit A* and which is incorporated herein as if set forth in full. Mr. Rice specifically acknowledges that, withoutlimitation, he remains bound by a covenant not to compete with Rogue Wave for the period of time specified in the Confidentiality Agreement. Mr. Rice acknowledges that this restriction prohibits him, without limitation, from engaging in the design,development, marketing or sale of any product, service, process, system, or software that was marketed, sold, or under development by Rogue Wave (including Rogue Wave’s subsidiaries and divisions) at any time during Mr. Rice’s employmentwith Rogue Wave. Mr. Rice also specifically acknowledges that, without limitation, he remains bound by a covenant not to solicit Rogue Wave customers, employees, and partners. Nothing in this paragraph should be construed to narrow the obligationsof Mr. Rice imposed by any other agreement, statute, case law or other source.

       16.       **RELEASE OFCLAIMS BY MR. RICE**. For the consideration set forth in this Agreement and the mutual covenants of Rogue Wave and Mr. Rice, Mr. Rice hereby releases, acquits and forever discharges Rogue Wave, itsaffiliated corporations and entities, its and their officers, directors, agents, representatives, servants, attorneys, employees, shareholders, successors and assigns of and from any and all claims, liabilities, demands, causes of action, costs,expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature,

in law, equity, or otherwise, known or unknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of or in any way related toagreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Mr. Rice’semployment with Rogue Wave or the conclusion of that employment; claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in Rogue Wave, vacation pay, personal timeoff, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limitedto, the Federal Civil Rights Act of 1964, as amended; damages, attorney’s fees, court costs, or any expenses under Title VII of the Federal Civil Rights Act of 1964, as amended; the Federal Americans with Disabilities Act of 1990; the Familyand Medical Leave Act; the Employee Retirement Income Security Act; the Colorado Anti-Discrimination Act; the Age Discrimination in Employment Act; the Equal Pay Act of 1963, as amended; the Fair Labor Standard Act, as amended; tort law; contractlaw; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; breach of the implied covenant of good faith and fair dealing, or any other obligation arising under any statute, agreement orsource of law. Mr. Rice agrees that in the event he brings a claim or charge covered by this release, or does not dismiss with prejudice and withdraw any claim covered by this release, in which he seeks damages against Rogue Wave or in the event heseeks to recover against Rogue Wave in any claim brought by a governmental agency on his behalf, this Agreement shall serve as a complete defense to such claims or charges.

       17.       **TAX CONSEQUENCES.** Mr. Rice expressly acknowledges that Rogue Wave has not made, nor herein makes, any representationabout the tax consequences of any consideration provided by Rogue Wave to Mr. Rice pursuant to this Agreement. Mr. Rice agrees to indemnify and hold Rogue Wave harmless for any and all claims or penalties asserted against Rogue Wave for failure topay taxes due on any consideration provided by Rogue Wave pursuant to this Agreement.

       18.       **COOPERATION.** Mr. Rice agrees to fully cooperate with Rogue Wave and make himself available to the company for any investigations orlawsuits involving Rogue Wave or its successors or assigns. Except for time spent in depositions or trial, Mr. Rice will be paid an hourly rate based on his final base salary for time spent at the request of Rogue Wave. Rogue Wave agrees to providereasonable notice to Mr. Rice of the need to so participate in any investigation, deposition or trial and shall undertake in good faith to coordinate such time so as to not be a burden upon Mr. Rice’s new employment. Nothing in this Agreementwill restrict or preclude Mr. Rice from, or otherwise influence Mr. Rice in, testifying fully and truthfully in legal, administrative, or any other proceedings involving Rogue Wave, as required by law or formal legal process.

       19.       **AGREEMENT NOT TO SEEK REEMPLOYMENT.** As a free and voluntaryact, Mr. Rice agrees never to seek or accept direct or indirect employment or consulting or contracting employment with Rogue Wave for a period of five (5) years from the Execution Date of this Agreement. If this provision is breached by Mr. Rice,the application will be rejected by Rogue Wave without any resulting liability for Rogue Wave. In the event Mr. Rice is employed as an

employee, consultant, independent contractor, or otherwise, in contravention of the terms of this paragraph 19 of this Agreement, he shall be subject to summary dismissalor discharge without any resulting liability for Rogue Wave. Notwithstanding the foregoing, Rogue Wave and Mr. Rice agree that Mr. Rice may seek or accept employment as an employee, consultant, independent contractor, or sub-contractor with anyperson or entity that contracts with Rogue Wave, provided he does not work directly or indirectly on work related to Rogue Wave and that such employment does not violate Mr. Rice’s obligations under the Confidentiality Agreement or any state orfederal law, including but not limited to the protection of Rogue Wave’s trade secrets. Mr. Rice represents that he does not currently have any application for employment pending with Rogue Wave.

       20.       **NO THIRD PARTY RIGHTS.** The Parties agree that by making this Agreement, they do notintend to confer any benefits, privileges, or rights to others. The Agreement is strictly between the Parties hereto, subject to the terms of paragraph 24 below, and that it shall not be construed to vest in any other the status of third-partybeneficiary.

       21.       **VOLUNTARY AND KNOWINGLY.** Mr. Rice acknowledges that, beforeexecuting this Agreement, he has been advised and given the opportunity to consult with counsel and has in fact sought and received advice from counsel of his own choosing, and was fully advised of his rights under law. Mr. Rice further acknowledgesthat he has reviewed this Agreement in its entirety, understands it, and voluntarily executes it.

       22.       **DUTY TO EFFECTUATE.** The Parties agree to perform any lawful additional acts, including the execution of additionalagreements, as are reasonably necessary to effectuate the purpose of this Agreement.

       23.       **ENTIREAGREEMENT.** Except for those agreements expressly referenced herein, this Agreement, including Exhibits A hereto, constitutes the complete, final and exclusive embodiment of the entire agreement between Mr. Rice and Rogue Wave withregard to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. It may not be modified except in a writing signed by the ChiefExecutive Officer of Rogue Wave.

       24.       **SUCCESSORS AND ASSIGNS.** This Agreement,including *Exhibit A,* hereto, shall bind the heirs, personal representatives, successors, assigns, executors and administrators of each party, and insure to the benefit of each party, its heirs, successors and assigns.

       25.       **APPLICABLE LAW.** The Parties agree and intend that Colorado statutes and case law shall governany and all disputes arising between the Parties relating to, construing, interpreting, or enforcing this Agreement and relating to any other aspect of Mr. Rice’s employment with Rogue Wave.

       26.       **ARBITRATION.** The Parties agree, that to submit any dispute between them concerning or arising out of this Agreement, or concerningor arising out of Mr. Rice’s employment with Rogue Wave, to resolution in final and binding arbitration in Denver, Colorado under the American Arbitration Association’s Rules for the Resolution of Employment Disputes

before an arbitrator selected from the Judicial Arbiter Group located in Denver, Colorado. The parties agree that the arbitration proceedings shall not be open to the public.The arbitrator will be selected by mutual agreement of the parties, and such agreement shall not be unreasonably withheld. The decision of the arbitrator shall be final and binding. The arbitration award may be enforced in any court of competentjurisdiction. Each party will bear her/its own costs and attorneys**’** fees incurred in connection with any arbitration, and no party or an attorney for any party shall seek or accept an award of attorneys**’** fees under anystatute, rule or order of court in connection with the lawsuit. The Parties agree that nothing in this paragraph shall prevent Rogue Wave, at its discretion, from pursuing in a court of competent jurisdiction (i) any equitable claim against Mr.Rice, or (ii) any claim concerning Mr. Rice’s obligation under paragraphs 10 and 11 of this Agreement and the Confidentiality Agreement, and (iii) any dispute concerning Mr. Rice’s fiduciary duty to Rogue Wave, Rogue Wave property, andRogue Wave trade secrets. A party bringing an action in contravention of this paragraph shall be liable to the other party for the costs, expenses and attorney’s fees incurred in successfully dismissing the action or successfully transferringthe action to arbitration under this paragraph.

       27.       **SEVERABLE.** If any provision of thisAgreement is determined to be invalid, void or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable.

       28.       **ENFORCE ACCORDING TO TERMS.** The Parties intend thisAgreement to be enforced according to its terms.

       29.       **EXECUTION DATE.** ThisAgreement is effective on the later of the dates that each of the Parties signed this Agreement (“Execution Date”).

       30.       **COUNTERPARTS.** This Agreement may be executed in one or more counterparts, any of which need not contain the signatures of more thanone party but all signed counterparts taken together will constitute one and the same argument.

       31.       **SECTION HEADINGS.** The section and paragraph headings contained in this Agreement are for reference purposes only andshall not affect in any way the meaning or interpretation of this Agreement.

       32.       **EXPIRATION.**Unless otherwise agreed to by Rogue Wave in writing signed by an authorized Rogue Wave representative, this agreement must be executed by Mr. Rice and delivered to Rogue Wave no later than May 6, 2002, to be effective or binding on RogueWave.

       **IN WITNESS WHEREOF**, the Parties have duly authorized and caused this Agreement to be executed as follows:
**DAVID A. RICE,** an individual **ROGUE WAVE SOFTWARE, INC.,**a Delaware corporation   /s/ David A.Rice                                                       /s/ JohnFloisand                                                      David A. Rice By: John Floisand Its: Chief Executive Officer   Date: May6                                                    ,  2002 Date: May6                                                    , 2002   
Exhibit A: Employee Proprietary Information and Inventions Agreement, filed as Exhibit 10.13, Exhibit D, to the Registrant’squarterly report on Form 10-Q for the quarter ended December 31, 2001.