EX-10.12





 Exhibit 10.12 

EMPLOYMENT AGREEMENT 
 This
Employment Agreement (“Agreement”) is between Rackspace US, Inc. (“Company’’) and Dustin Semach (“Employee”). 
  

	1.	 TERM OF EMPLOYMENT 



This Agreement commences July 8, 2019 (“Effective Date”) and ends on July 23, 2021 (the “Employment
Period’’); however, the Employment Period will thereafter be automatically extended for one year periods unless either Company or Employee gives written notice of non-renewal no later than ninety
days prior to the expiration of the then-applicable Employment Period. The term “Employment Period” shall refer to the Employment Period if and as so extended. 
  

	2.	 TITLE AND EXCLUSIVE SERVICES 



 

	(a)	 Title and Duties. Employee’s title is Chief Transformation Officer. Employee will perform job
duties that arc usual and customary for this position. This position will be based in San Antonio, Texas. The Company reserves the right to assign to the Employee duties of a different nature, either additional to, or instead of, those referred to
above, it being understood that Employee will not be assigned duties that Employee cannot reasonably perform. Employee and Company each represent that they believe in good faith that Employee is under no contractual or other restriction inconsistent
with the execution of this Agreement or the performance of Employee’s duties hereunder. 


  

	(b)	 Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment
Period. Notwithstanding the foregoing provision of this Section, during the Employment Period, Employee may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational,
religious or similar nature (including professional associations), or activities related to corporate board or advisory board positions for non-competitive companies, subject to the company’s standard
approval policy, and the management of the Employee’s personal investments, to the extent such activities do not compete in a material way with the business of the Company. 



 

	3.	 COMPENSATION AND BENEFITS 



 

	(a)	 Base Salary. Employee shall be paid an annual base salary of $450,000 and shall be eligible for
increases in base salary consistent with Company’s ordinary compensation cycles and process. 


  

	(b)	 Annual Corporate Bonus. Employee is eligible for an annualized on-target bonus of 75% of annual salary,
subject to the Rackspace Corporate Cash Bonus Plan {the “Plan’”) as approved by the board of directors or compensation committee. 



  
  

					
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	(c)	 Equity Award. In consideration for signing this Agreement, Company will recommend to the Executive
Committee of the Board of Directors of Inception Topco, Inc. (the “Executive Committee”) a one-time recruiting grant of options to purchase 50,000 shares of Inception Topco, Inc. common stock, at a
per share strike price equal to the fair market value of a share of Inception Topco, Inc. common stock on the date of grant, pursuant to the Equity Incentive Plan (the “Equity Award”). The Executive Committee has ultimate authority over
this recommended award and would have to issue final approval before it would be granted. The recommended equity award is expected to be presented for review and approval within ninety (90) days of the first date of employment and would be
issued pursuant and subject to the Equity Incentive Plan and a form of agreement for similarly situated employees of the Management Equity Program, which outline the vesting schedule and other terms. 



 

	(d)	 Relocation Package. Employee agrees to relocate to San Antonio within three (3) months following
the Effective Date of this Agreement (the “Relocation Date.). To assist with that relocation, Employee is eligible to receive a relocation package, the details of which arc outlined in the attached Exhibit A. The relocation benefits will be
administered by Company’s approved vendor, currently Relocation Synergy. In the event employment ends for any reason other than termination by the Company without Cause or by Employee for Good Reason within one year following the relocation to
San Antonio, Employee agrees to reimburse the relocation expenses and relocation lump sum payment to Company. Employee agrees that the reimbursement amount owed to the Company shall be made immediately by a cash payment on or before Employee’s
last date of employment. If Employee has not submitted the reimbursement amount to the Company as agreed to herein, Employee authorizes Company to deduct the reimbursement amount from any amount due to Employee, including any compensation or any
pending expense reimbursements otherwise owed by Company to Employee. In the event Employee does not relocate to San Antonio on or before the Relocation Date, Employee agrees that Employee can be terminated for Cause under Section 8(d) and, in
addition to any other available remedies, Employee will be required to reimburse the Company for any previously advanced relocation related payments made to Employee. 



 

	(e)	 PTO. Employee is eligible for PTO (paid time off) subject to the Employee Handbook.



  

	(f)	 Employment Benefit Plans. Employee may participate in employee benefit plans in which other similarly
situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its
terms. 


  

	(g)	 Expenses. Company will reimburse Employee for business expenses pursuant to Company policy.




  

					
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	4.	 NONDISCLOSURE OF CONFIDENTIAL INFORMATION 



Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to
Company’s operational, sales, marketing, personally identifiable information about employees, employee contact information and/or materials used for training and or/employee development, and engineering information, customer lists, business
contracts, partner agreements, pricing and strategy information, product and cost or pricing data compensation information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary
(collectively the “Confidential Information”). This section is not intended to limit Employee’s rights to discuss Employee’s compensation or other terms and conditions of employment as allowed by law. Employee will not be liable
under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or
investigating a suspected violation of law or that is made in a document filed in a lawsuit so long as it is filed under seal. Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside
Company except to the extent that (i) it is necessary in connection with performing his duties; (ii) Employee is required by court order to disclose the Confidential Information. provided that Employee shall promptly inform Company, shall
cooperate with Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use Confidential
Information in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. The terms of this Section 4 shall survive the expiration or termination of this
Agreement for any reason. 
  

	5.	 NON-HIRE OF COMPANY EMPLOYEES 



To further preserve the Confidential Information, during employment and for twelve (12) months after employment ends, Employee will not,
directly or indirectly, (i) hire or engage any current employee of Company; (ii) solicit or encourage any employee to terminate employment or services with Company; or (iii) solicit or encourage any employee to accept employment with
or provide services to Employee or any business associated with Employee. The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason. 

 

	6.	 NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS



 To further preserve the Confidential Information, for twelve (12) months after employment ends, Employee agrees not
to directly or indirectly, on Employee’s own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer or supplier of the Company, to terminate its employment or arrangement with the Company,
otherwise change its relationship with the Company or establish any relationship with Employee or any of Employee’s affiliates for any business purpose deemed competitive with the business of the Company. The terms of this Section 6 shall
survive the expiration or termination of this Agreement for any reason. 
  

	7.	 NON-COMPETITION AGREEMENT 



To further preserve the Confidential Information, Employee agrees that during employment and for twelve (12) months after employment ends (the
“Restricted Period”), Employee will not work, as an employee, contractor. officer, owner, consultant, or director, in any business anywhere in the world that sells hosting or information technology services substantially similar to those
services provided by the Company, including (i) provisioning, hosting, 

  

					
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management, monitoring, supporting, or maintenance of applications, computer servers (whether dedicated, shared, or virtual), and network connectivity in a datacenter for remote use via the
Internet, (ii) hosted or managed email, storage, collaboration, compute, virtual networking and similar services, or (iii) any similar related IT services, all of the foregoing being defined for the purposes of this Agreement as
“Competitive IT Services.’’ Notwithstanding the foregoing, Employee shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than two
percent (2%) of the outstanding interest in such business. Provided, that the forgoing restriction shall not prevent Employee from becoming an employee of or contractor for a division of any Competitive IT Services company so long as the division
for which Employee will work does not provide Competitive IT Services, and as long as Employee does not, during the Restricted Period, perform services (including but not limited to providing information, advice, strategy, recruiting or any other
interaction with regard to business matters) for any division of such company that provides Competitive IT Services. The terms of this Section 7 shall survive the expiration or termination of this Agreement for any reason. 

 

	8.	 TERMINATION 



Employee’s employment may be terminated prior to the end of this Agreement only by mutual written agreement or: 

 

	(a)	 Death. The date of Employee’s death shall be the termination date. 



 

	(b)	 Disability. Company may terminate this Agreement and/or Employee’s employment if Employee is unable
to perform the essential functions of Employee’s full-time position for more than 180 days in any 12-month period, subject to applicable law. 



 

	(c)	 Termination By Employee For Good Reason. Employee may terminate Employee’s employment at any time
for “Good Reason.” which is: (i) Company’s repeated failure to comply with a material term of this Agreement after written notice by Employee specifying the alleged failure; (ii) a substantial and unusual reduction in
responsibilities and authority; (iii) reduction of Employee’s annual base salary in subsection 3(a); or (iv) failure to approve and issue the Equity Award within 180 days of the first date of employment. If Employee elects to terminate
Employee’s employment for “Good Reason,” Employee must first provide Company written notice within thirty (30) days, after which Company shall have sixty (60) days to cure. If Company has not cured and Employee elects to
terminate employment, Employee must do so within ten (10) days after the end of the cure period 


  

	(d)	 Termination By Company. Company may terminate Employee’s employment with or without Cause and
determine the termination date. “Cause” means: 


 (i) willful misconduct, including, without limitation,
violation of sexual or other harassment policy, gross negligence. misappropriation of or material misrepresentation regarding property of Company, other than customary and de minimis use of Company property for personal purposes, as determined in
the discretion of Company, or failure to take reasonable and appropriate action to prevent material injury to the financial condition, business or reputation of the Company; 

  

					
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 (ii) abandonment of duties (other than by reason of disability) following a written warning
and opportunity to cure for two business days; 
 (iii) failure to follow lawful directives of the Company, or failure to meet reasonable
performance objectives following a written warning and opportunity to cure for thirty (30) days; 
 (iv) a felony conviction or
indictment. a plea of guilty or nolo contendere by Employee, or other conduct by Employee that has or would result in material injury to Company’s reputation, including indictment or conviction of fraud, theft, embezzlement, or a crime
involving moral turpitude; 
 (v) a material breach of this Agreement including violation of any material representation in Section 9;
or 
 (vi) a significant violation of Company’s employment and management policies. 

 

	9.	 OBLIGATIONS TO FORMER EMPLOYERS 



 

	(a)	 Representations. As a material term of this Agreement, Employee represents that he has disclosed to
Company all agreements, restrictions, or obligations that: (i) purport to impose on Employee any post-employment obligations with respect to a current or former employer; (ii) may affect Employee’s ability to assume employment with
Rackspace; (iii) may affect Employee’s ability to perform the duties of Chief Transformation Officer of Rackspace; or (iv) may result in forfeiture or recoupment of any compensation (whether in the form of cash or equity) paid or
payable by a current or former employer. As a material term of this Agreement, Employee represents that he is in compliance with, and will continue to comply with. the terms of all lawful, enforceable and ongoing post-employment restrictions from
his prior employment with respect to: (i) nondisclosure of confidential information and trade secrets; and (ii) non-solicitation of employees, customers, and suppliers. 



 

	(b)	 Legal Expenses Reimbursement. Notwithstanding Employee’s and Company’s good-faith belief that
Employee is under no contractual or other restriction inconsistent with the execution of this Agreement or the performance of Employee’s duties hereunder, Employee and Company recognize that Employee’s current or former employers or other
third parties may take a different view by initiating legal action against Executive or falsely accusing him of wrongdoing, and thus requiring Executive to obtain a legal defense in the event of such a dispute. Therefore, in the unexpected event of
litigation against Employee that includes an allegation of a violation of an alleged noncompetition clause, unless Company terminates Employee for Cause or Employee terminates his employment without Good Reason, Company agrees to pay the cost to
defend such a lawsuit; provided that Company has the right to select counsel and control the strategy and any resolution of the 



  

					
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 case; however, Company must seek consent from Employee if any such resolution would include
admissions of liability or monetary obligations on the part of Employee, such consent not to be unreasonably withheld. In the event of a final judicial order of, or an agreed settlement for, recoupment regarding equity grants (“clawback
damages”) in a case related primarily to an alleged noncompetition clause, Company will reimburse Employee, or at the Company’s option, pay the former employer directly, for the first $500,000 of loss to Employee at a rate of 100%, and
will further reimburse Employee for any additional clawback damages thereafter at a rate of 50% (“Reimbursement Payment”); provided that if Employee is terminated for Cause or resigns without Good Reason within one year of any
Reimbursement Payment, Employee will repay to Company the Reimbursement Payment, along with any payment made pursuant to Section 9(d), within thirty days of termination. Notwithstanding the foregoing, Company will not be required to make a
Reimbursement Payment if there is more than insubstantial evidence that Employee has violated his obligations to a former employer related to confidentiality, trade secrets, or non-solicitation. The terms of
this Section shall survive the expiration or termination of this Agreement unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason. 

 

	(c)	 Treatment of Reimbursement Payment. Employee and Company intend and understand that any Reimbursement
Payment will not be included in Executive’s taxable income for federal income tax purposes, or his wages for purposes of the Federal Insurance Contributions Act, either as reimbursements under an accountable plan as defined in §62(a)(2)(A)
of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation §l.62-2(c)(2), or as working condition fringes as defined in Code §132(d) and Treasury Regulation §1.132-5. The parties, and any third party, shall construe and administer this Agreement, to the fullest extent allowable under any applicable laws and regulations, accordingly. Without limiting the foregoing,
Employee shall provide to Company, not later than sixty (60) days after any Reimbursement Payment is paid to Employee, any information Company requests to enable Company to identify the specific nature of each reimbursed expense. If, for any
reason, Company pays Employee an amount that exceeds the actual amount of the reimbursable expense, Company shall notify Employee after which Employee shall repay such amount to Company not more than one hundred twenty (120) days after the
expense is incurred. 


  

	(d)	 Conditional Gross-Up Payment. Notwithstanding the parties
treatment of any Reimbursement Payment in accordance with subsection (c), if at any time the Internal Revenue Service asserts that Employee is subject to federal income tax or a FICA obligation by reason of a Reimbursement Payment, Company shall pay
to Employee an additional gross-up amount such that the net amount paid to or on behalf of Employee after the payment of all applicable withholdings or taxes shall be equal to the amount that would have been
paid had such payments not been subject to tax plus penalties and interest, if any; provided that Employee must first: (i) promptly notify Company of any audit of his personal tax return in the course of which the auditor raises the
issue of whether such payments are taxable, and permit Company in its sole discretion to control the defense against the imposition of any such tax at Company’s expense; and (ii) in the event that Employee or Company are unsuccessful in
the defense against the imposition of any such 



  

					
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 tax, use reasonable efforts to obtain a refund of any taxes paid with respect to the equity
grants subject to recoupment. In the event that Employee obtains a partial or total refund of any taxes paid with respect to the equity grants subject to recoupment, any gross-up payment to be paid by Company
hereunder shall be offset by such refund, or if the gross-up payment has already been made, Employee shall promptly pay to the Company the amount so refunded. The terms of this Section shall survive the expiration or termination of this Agreement
unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason. 
  

	(e)	 Reimbursement Limitation. Notwithstanding anything in this Agreement to the contrary, any Reimbursement
Payment paid to Employee, as supplemented by the gross-up payment, if any, shall not exceed $2,000,000. For the sake of clarity, in no event shall Company be required to pay more than $2,000,000 to Employee
with respect to reimbursement of forfeiture damages and any applicable gross-up payment. This limitation does not apply to the cost to defend a lawsuit. The terms of this Section shall survive the expiration
or termination of this Agreement unless employment is terminated by Company for Cause or by Employee for any reason other than Good Reason. 


  

	(f)	 Injunctive Relief. In the event Employee is enjoined from working in certain areas of the Company as a
result of an alleged noncompetition clause, Company, in its sole discretion, may: (i) reassign Employee to an interim role that does not violate the injunction, which reassignment shall not constitute Good Reason; (ii) place Employee on a
paid leave of absence, which leave shall not constitute Good Reason; or (iii) terminate employment without Cause provided Employee has not violated his obligations related to confidentiality, trade secrets, or
non-solicitation. 


  

	10.	 COMPENSATION UPON TERMINATION 



 

	(a)	 Death. Company shall, within 30 days, pay to Employee’s designee or, if no person is designated, to
Employee’s estate, Employee’s accrued and unpaid base salary and bonus, subject to the terms of any applicable bonus plan, through the date of termination, and any payments required under applicable employee benefit plans.



  

	(b)	 Disability. Company shall, within 30 days, pay all accrued and unpaid base salary and bonus, subject to
the terms of any applicable bonus plan, through the termination date and any payments required under applicable employee benefit plans. 


  

	(c)	 Termination By Company For Cause: Company shall, within 30 days, pay to Employee, Employee’s
accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). 



 

	(d)	 Non-Renewal By Employee. If Employee gives notice of non-renewal under Section 1, Company shall determine the termination date and will pay accrued and unpaid base salary through the termination date, and any payments required under applicable employee benefit plans
(other than plans which provide for severance or termination payments or 



  

					
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 benefits). If the termination date is before the end of the then current Employment Period,
and if Employee signs and does not revoke a commercially reasonable Severance Agreement and General Release of claims with customary carve-outs in a form satisfactory to Company, then Company will, in periodic payments in accordance with ordinary
payroll practices and deductions, pay Employee an amount equal to Employee’s pro-rata base salary through the end of the then current Employment Period (the “Severance Payments or “Severance Pay
Period”). 
  

	(e)	 Termination With Severance. 



 

	 	(1)	 Termination By Company Without Cause or Termination by Employee for Good Reason - Severance: If Company
terminates Employee’s employment without Cause and not by reason of death or disability or if Employee terminates for Good Reason, Company will pay the accrued and unpaid base salary through the termination date and any payments required under
applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). In addition, if Employee signs and does not revoke a commercially reasonable Severance Agreement and General Release of claims with
customary carve-outs in a form satisfactory to Company, Company will pay Employee, (i) in periodic payments in accordance with ordinary payroll practices and deductions, the greater of Employee’s current base salary for twelve
(12) months or the amount that would be provided by the severance guidelines that are prevailing at the time of termination based on the Employee’s location, and (ii) a pro rata bonus, which represents the unpaid pro-rata portion of the actual annual performance bonus that Employee would otherwise be entitled to receive based on the actual level of achievement of the applicable performance objectives for the fiscal year in
which Employee’s termination occurs. The bonus amount shall be paid in a lump sum at the same time bonuses are paid to the Company’s other similarly situated employees. The payment made pursuant to this section are referred to as (the
“Severance Payments” or “Severance Pay Period”). 


  

	 	(2)	 Non-Renewal By Company - Severance: If Employee’s
employment ends because Company gives notice of non-renewal under Section 1, Company shall determine the termination date, even if such date is prior to the end of the Employment Period and will pay the
accrued and unpaid base salary through the termination date and any payments required under applicable employee benefit plans (other than plans which provide for severance or termination payments or benefits). In addition, if Employee signs and does
not revoke a commercially reasonable Severance Agreement and General Release of claims with customary carve-outs in a form satisfactory to Company, Company will pay Employee, in periodic payments in accordance with ordinary payroll practices and
deductions, the greater of Employee’s current base salary for twelve (12) months or the amount that would be provided by the severance guidelines that are prevailing at the time of termination base on the Employee’s location (the
“Severance Payments” or “Severance Pay Period”). 



  

					
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	 	(3)	 Employment by Competitor or Re-hire During Severance Pay Period:



 (i)        If Employee competes with Company, or is hired or engaged in any
capacity by any competitor of Company (to be determined in Company’s discretion), during any Severance Pay Period, then the Severance Payments shall cease. The foregoing shall not affect Company’s right to enforce the Non-Compete pursuant to Section 7. For purposes of this sub-section, a “competitor” of Company means: any business anywhere in the world that sells Competitive IT
Services as defined in Section 7. 
 (ii)        If Employee is rehired by Company or employed
by or performing services in any non-competitive capacity or business during any Severance Pay Period, the Severance Payments shall cease. Furthermore, as a condition to receiving Severance Payments, Employee
agrees to use reasonable efforts to obtain an offer of comparable employment. If Employee receives such an offer, the Severance Payments shall cease as of the offer’s proposed employment start date. 

 

	11.	 OWNERSHIP OF MATERIALS 



Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to
computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights
related to any of the foregoing throughout the world, arc among other things works made for hire and belong exclusively to the Company, and Employee hereby assigns all such rights to the Company. Employee agrees to execute any documents, testify in
any legal proceedings, and do all things necessary or desirable to secure Company’s rights to the foregoing, including without limitation executing inventors’ declarations and assignment forms. If there is a separate signed agreement
between Employee and the Company including terms directly related to intellectual property rights, then the intellectual property terms of that agreement shall control. 
  

	12.	 PARTIES BENEFITED; ASSIGNMENTS 



This Agreement shall be binding upon Employee, Employee’s heirs and Employee’s personal representative or representatives, and upon
Company and its respective successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by Employee, other than by will or by the laws of descent and distribution. The Company may assign its rights and
obligation under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise; provided, however, that Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume in writing on or prior to the effective date of such succession and agree to perform this Agreement in the
same manner and to the same extent the Company would be required to perform if no succession had taken place. 
  

	13.	 GOVERNING LAW 



  

					
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 This Agreement shall be governed, construed, interpreted, and enforced in accordance with
the substantive laws of the State of Texas, without reference to the principles of conflicts of law of Texas or any other jurisdiction, and where applicable, the laws of the United States. Each of the Company and Employee (on behalf of itself and
its affiliates) expressly consents to the personal jurisdiction of the Texas state and federal courts for any lawsuit relating to this Agreement, waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to
such personal jurisdiction or service of process, and waives any objection to jurisdiction based on improper venue or improper jurisdiction. 

Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any
suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the
event of any action, suit, or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications
in this Section. 
 Employee acknowledges and agrees that Employee is advised to be represented by counsel in connection with his review and
agreement to all terms and conditions of this Agreement. 
 Employee acknowledges and agrees that entering into this Agreement is not a
condition of Employee’s employment with the Company or its affiliates. 
  

	14.	 DEFINITION OF COMPANY 



“Company” shall include Rackspace US, Inc., and its past, present and future divisions, operating companies, subsidiaries, affiliates
and successors. 
  

	15.	 LITIGATION AND REGULATORY COOPERATION 



During and after employment, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, or other actions
which relate to events or occurrences during employment. Employee agrees, unless precluded by law, to promptly inform the Company if Employee is asked to participate (or otherwise become involved) in any such claim, investigation or action.
Employee’s cooperation shall include being available to prepare for discovery or trial and to act as a witness. Company will pay an hourly rate (based on base salary as of the last day of employment) for cooperation that occurs after
employment, and reimburse for reasonable expenses, including travel expenses, reasonable attorneys’ fees and costs. 
  

	16.	 DISPUTE RESOLUTION 



 

	(a)	 Injunctive Relief: Employee agrees that irreparable damages to Company will result from Employee’s
breach of this Agreement, including loss of revenue, loss of goodwill associated with Employee as a result of employment, and/or loss of the benefit to Company of any training, confidential, and/or trade secret information provided to Employee, and
any other tangible and intangible investments made to and on behalf of Employee. A breach 



  

					
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 or threat of breach of this Agreement shall give the
non-breaching party the right to seek a temporary restraining order and a preliminary or permanent injunction enjoining the breaching party from violating this Agreement in order to prevent immediate and
irreparable harm. The breaching party shall pay to the non-breaching party reasonable attorneys’ fees and costs associated with enforcement of this Agreement, including any appeals. Pursuit of equitable
relief under this Agreement shall have no effect regarding the continued enforceability of the Arbitration Section below. Remedies for breach under this Section are cumulative and not exclusive; the parties may elect to pursue any remedies available
under this Agreement. 
  

	(b)	 Arbitration:The parties agree that any dispute or claim, that could be brought in court including
discrimination or retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims
regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans.if the plan contains a final and binding appeal procedure for the resolution of disputes under the
plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is
not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall
be conducted in San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect at the time the claim or dispute
arose, unless other rules are agreed upon by the parties. Unless agreed to in writing, the arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to the National Rules for
Resolution of Employment Disputes of the AAA, or other rules as the parties may agree to in writing. Any claims received after the applicable statute of limitations period shall be deemed null and void. The parties further agree that by entering
into this Agreement, the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. Further, unless the parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding. lf this specific
provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court
of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings
of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the actual fee for the arbitrator and the
claimant’s filing fee; unless otherwise provided by law and awarded by the arbitrator, each party will pay their own attorneys’ fees and other expenses. 



  

					
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	17.	 REPRESENTATIONS AND WARRANTIES OF EMPLOYEE 



Employee shall keep all terms of this Agreement confidential, except as may be disclosed to Employee’s spouse, accountants or attorneys,
each of whom shall agree to keep all terms of this Agreement confidential. Employee authorizes the Company to inform any prospective employer of the existence and terms of this Agreement without liability for interference with Employee’s
prospective employment. Employee represents that Employee is under no disability that prevents Employee from performing the essential functions of Employee’s position, with or without reasonable accommodation. Employee represents that Employee
is represented by counsel in connection with this Agreement. 
  

	18.	 SECTION 409A COMPLIANCE 



 

	(a)	 General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall
be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to
the Employee under Section 409A(a)(l )(A) of the Code and related Department of Treasury guidance, the Company and the Employee shall cooperate in good faith to (i) adopt such amendments to this Agreement and appropriate policies and
procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits
of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from
Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder, provided, however, that this Section does not create an obligation on the part of the
Company to modify this Agreement or any other agreement, arrangement or plan and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Section 409A, and in no event whatsoever shall the Company
or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.



  

	(b)	 Separation from Service under Section 409A. Notwithstanding any provision to the contrary in this
Agreement: (i) no Severance Payments shall be payable unless the termination of the Employee’s employment constitutes a “separation from service” within the meaning of
Section 1.409A-l(h) of the Department of Treasury Regulations; (ii) if the Employee is deemed at the time of Employee’s separation from service to be a “specified 



  

					
		 	Initials:	 	
	    	 	Company:	 	HW
		 	Employee:	 	DSS

  
 12 













 
employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the Severance Payments (after taking into account all
exclusions applicable to such Severance Payment under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Severance Payments shall not be provided to the
Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee’s “separation from service” with the Company (as such term is defined in the
Department of Treasury Regulations issued under Section 409A) and (B) the date of the Employee’s death; provided, that upon the earlier of such dates, all payments deferred pursuant to this Section 18(b) shall be paid to the
Employee in a lump sum, and any remaining Severance Payments shall be paid as otherwise provided herein; (iii) the determination of whether the Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
Code as of the time of Employee’s separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-l(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A of the Code, the Employee’s right to receive installment payments
of the Severance Payments shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes
“deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year
shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of
in-kind benefits provided in any other year. Reimbursements and in-kind benefits are not subject to liquidation or exchange for another benefit. With regard to any
requirement that Employee sign and does not revoke a Severance Agreement and General Release as a condition to receipt of payments under section 10, such Severance Agreement and General Release must become effective and irrevocable in accordance
with its terms on or before the 60th day following Employee’s separation from service; provided that if the 60-day period begins in one taxable year of Employee and ends in a second taxable year of
Employee, such payments under section 10 conditioned on such Severance Agreement and General Release shall not commence until the second taxable year. 
  

	19.	 WITHHOLDING 



The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and
other taxes and charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise. 

 

	20.	 EXCESS PARACHUTE PAYMENTS 



If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of Employee, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, 

  

					
		 	Initials:	 	
	    	 	Company:	 	HW
		 	Employee:	 	DSS

  
 13 













 policy, plan, program, or arrangement, including without limitation any stock option, stock
appreciation right, or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or
any successor provision thereto) by reason of being contingent on a change in ownership or effective control of the Company or of a substantial portion of the assets of the Company, within the meaning of Section 280G of the Code (or any
successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to
as the “Excise Tax”), then, in the event that the after-tax value of all Payments to Employee (such after-tax value to reflect the reduction for the Excise Tax
and all federal, state, and local income, employment, and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to Employee (reflecting a reduction for all such taxes in a
like manner) of the amount that is 2.99 times Employee’s “base amount” within the meaning of Section 280G(b)(3) of the Code (the “Safe Harbor Amount”), (a) the cash portions of the Payments payable to Employee under
this Agreement shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value (as defined below) of all Payments paid to Employee, in the aggregate, equals the Safe Harbor
Amount, and (b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments
payable to Employee under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments
paid to Employee, in the aggregate, equals the Safe Harbor Amount, and (c) if the reduction of all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of
all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the
Parachute Value of all Payments paid to Employee, in the aggregate, equals the Safe Harbor Amount. All calculations under this Section shall be determined by a national accounting firm selected by the Company (which may include the Company’s
outside auditors). The Company shall pay all costs to obtain and provide such calculations to Employee and the Company. For purposes of this Agreement, the “Parachute Value” of a Payment shall mean the present value as of the date of the
change in ownership or effective control, within the meaning of Section 280G of the Code, of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined for purposes of
determining whether and to what extent the Excise Tax will apply to such Payment. 
  

	21.	 MISCELLANEOUS 



This Agreement is not effective unless fully executed by all parties, including the President and CEO or authorized officer of the Company, and
approved by the Executive Committee as required by Company or its affiliates. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Employee and the President and CEO or authorized officer of the
Company that expressly identifies the amended provision of this Agreement. This Agreement contains the entire agreement of the parties on the subject matters in this agreement and supersedes any prior written or oral agreements or understandings
between the parties except as noted in Section 11 above. No modification shall be valid unless in writing and 

  

					
		 	Initials:	 	
	    	 	Company:	 	HW
		 	Employee:	 	DSS

  
 14 













 signed by the parties. This Agreement may be executed in counterparts, a counterpart transmitted via
electronic means, and all executed counterparts, when taken together, shall constitute sufficient proof of the parties’ entry into this Agreement. The parties agree to execute any further or future documents which may be necessary to allow the
full performance of this Agreement. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition of this
Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof. 

If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining
provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. Company and Employee agree that the
restrictions contained in Section 4, 5, 6, and 7, are reasonable in scope and duration and are necessary to protect Confidential Information. If any restrictive covenant is held to be unenforceable because of the scope, duration or
geographic area of such restrictive covenant, the parties agree that a court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of
Sections 5, 6, or 7, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation.

 If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the
term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there
shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. Upon full execution by all parties, this Agreement
shall be effective when signed below. 
  

							
	 EMPLOYEE:
	 	 /s/ Dustin Semach
	 	
			
	 COMPANY:
	 	 /s/ Holly Windham
	 	
				
		 	 Rackspace US, Inc.
	 		 	
				
		 	 Printed Name:
	 	 Holly Windham
	 	
				
		 	 Title:
	 	 Chief Legal Officer & General Counsel
	 	


  

					
		 	Initials:	 	
	    	 	Company:	 	HW
		 	Employee:	 	DSS

  
 15 













 Exhibit A 

Relocation Benefits Summary for Dustin Semach: Executive Package 

Below is an outline of the relocation package being offered to you as part of your Employment Agreement. 

The full relocation policy will be provided to you by the Company’s third-party relocation vendor during your initial consultation for your move to San
Antonio. In the event of any conflicts between the policy and your Employment Agreement, the terms of your Employment Agreement will apply. 
  

			
	 BENEFIT
	  	 DESCRIPTION

	Lump Sum Allowance	  	Once your move is scheduled, Rackspace will provide you with a one-time lump sum allowance in the amount of $100,000.00 (gross), intended to assist with usual and customary out-of-pocket relocation expenses. The allowance will be funded by the relocation provider, currently Relocation Synergy Group (RSG). You are responsible for applicable taxes on the payment.
		
	Temporary Living	  	Rackspace will provide you and your family with temporary accommodations up to a maximum of 60 days. RSG will book these arrangements for you in accordance with Rackspace guidelines. Rackspace will cover up to two trips home while
in temporary living. Reimbursement of economy flights or mileage will be at the IRS current rate only.
		
	Home Search Trip	  	Covered by lump sum allowance.
		
	Final Relocation Trip	  	Covered by lump sum allowance.
		
	Home Marketing Assistance	  	Referral to RSG approved broker; assistance with marketing strategies and contract negotiations. No home sale closing costs.
		
	Home Search/Rental Assistance	  	Referral to RSG approved broker or rental agent; with preferred mortgage lender, if applicable. No new home closing costs will be covered.
		
	Shipment and Unpacking of Household Goods	  	You are eligible for a full pack and move including unpacking services. (Pack, load, ship, unload, and unpack household goods.) Fully insured. Up to two (2) automobiles, if moving over 500 miles. No storage.


  
  

					
		 	Initials:	  	 HW

	    	 	Company:
		 	Employee:	  	DSS

  
 16 













 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT 

This First Amendment to the Employment Agreement between Dustin Semach and Rackspace US, Inc. (hereinafter the “Agreement”) is made with an
effective date as of the date both parties have signed below (“Amendment Effective Date”). 
 WHEREAS, the parties hereto desire to amend the
Agreement as hereinafter set forth. 
 NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreement contained in the
Agreement, as amended, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the patties hereto agree as follows: 
  

	 	1.	 The Employment Period in Section 1 of the Agreement is amended to commence July 22, 2019 (the
“Effective Date”) and end on July 14, 2021 (the “Employment Period”). 


  

	 	2.	 Section 2(a) of the Agreement is amended to change Employee’s title to EVP and Chief Financial
Officer. 


  

	 	3.	 Section 3(a) of the Agreement is amended to change Employee’s annual base salary to $485,000.



  

	 	4.	 Section 9(a) of the Agreement is amended to change Employee’s title to EVP and Chief Financial
Officer. 


 All other terms and conditions of the Agreement not expressly amended herein remain in full force and effect. 

 

							
	EMPLOYEE:	 		 	
				
	/s/ Dustin Semach	 		 	Date:	 	7/5/2019
	Dustin Semach	 		 		 	

  

							
	COMPANY:	 		 	
				
	/s/ Holly B. Windham	 		 	Date:	 	July 7, 2019
	Rackspace US, Inc.	 		 		 	
	
By: Holly B. Windham             
                                         
                      
	 		 		 	
	 Title: General Counsel