Exhibit 10.4

FORM OF

SECOND AMENDMENT TO AMENDED AND

RESTATED CREDIT AND GUARANTY AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “ Agreement ”) is made and entered into as of November [    ] , 2017, by and among SAILPOINT TECHNOLOGIES, INC. , a Delaware corporation, as Company, SAILPOINT TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC , a Delaware limited liability company, as a Guarantor, the other Credit Parties party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA ( “GSB” ), as Administrative Agent (in such capacity, “Administrative Agent” ).

WHEREAS, Company, the other Credit Parties party thereto from time to time, the Lenders party thereto from time to time and GSB, as Administrative Agent, Collateral Agent and Lead Arranger, are party to that certain Amended and Restated Credit and Guaranty Agreement, dated as of November 2, 2016 (as amended by that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of June 28, 2017, and as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), whereby Lenders have extended to Company certain credit facilities pursuant to the Credit Agreement and the other Credit Documents;

WHEREAS, Company has requested that Administrative Agent and Lenders make certain amendments to the Credit Agreement; and

WHEREAS, Administrative Agent and the Lenders are willing to make such amendments subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.      Definitions . All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement, after giving effect to this Agreement.

2.      Amendments . Subject to the terms and conditions set forth herein, and in reliance on the representations, warranties, covenants and agreements contained in this Agreement:

(a)     Section 1.1 of the Credit Agreement is hereby amended by deleting the defined terms “Applicable Margin” , “Change of Control” , “Fee Letter” and “Subject Transaction” in their entirety and inserting the following in lieu thereof in the proper alphabetical order:

“Applicable Margin” means (a) for any applicable periods prior to the First Amendment Effective Date, the Applicable Margin (as defined in this Agreement prior to the First Amendment Effective Date), (b) for the period beginning on the First Amendment Effective Date and ending on, but not including, the Second Amendment Effective Date, (i) seven percent (7.00%) for LIBOR Rate Loans and (i) six and one-half percent (6.50%) for Base Rate Loans and (c) for the period from and after the Second Amendment Effective Date, (i) four and one-half percent (4.50%) for LIBOR Rate Loans and (i) four percent (4.00%) for Base Rate Loans.

“Change of Control” means, at any time, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Permitted Investors (I) shall have acquired beneficial ownership of twenty-five percent (25%) or more on a fully diluted basis of the, direct or indirect, voting and/or economic interest in the Capital Stock of Parent or Holdings or (II) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Parent or Holdings; (b) Holdings shall cease to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Company; or (c) except pursuant to a transaction permitted by Section  6.9 , Company shall cease to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interests in the Capital Stock of its Subsidiaries.

“ Fee Letter ” means the second amended and restated letter agreement regarding certain fees and dated as of the Second Amendment Effective Date between Company and Administrative Agent.

“Subject Transaction” as defined in Section  6.8(f) .

(b)     Section 1.1 of the Credit Agreement is hereby further amended by inserting the new defined terms “Auditor” , “Qualified IPO” and “Second Amendment Effective Date” in the proper alphabetical order as follows:

“Auditor” as defined in Section  5.1(c) .

“Qualified IPO” means an initial public offering by Parent of its Capital Stock pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act and other applicable law, the total net cash proceeds received by Parent as a result of which are at least $100,000,000.

“Second Amendment Effective Date” means November [    ] , 2017.

(c)     Section 1.1 of the Credit Agreement is hereby further amended by deleting each of the following terms: “Fixed Charge Coverage Ratio” and “RNR” .

(d)     Section 1.1 of the Credit Agreement is hereby further amended by (i) deleting the brackets and words “[intentionally reserved]” in clause (a)(ix) of the definition of the term “ Consolidated Adjusted EBITDA ” and (ii) inserting in lieu thereof the following:

(ix)    payments actually made to or on behalf of Holdings or Parent for (A) out-of-pocket legal, accounting, filing costs and other overhead expenses, in any case under this clause (A) , to the extent (I) actually incurred in the ordinary course of business and paid to non-Affiliates for the benefit of Company and its Subsidiaries or otherwise actually related to Holdings’ or Parent’s ownership of Company and its Subsidiaries, and (II) not exceeding $250,000 in the aggregate in any trailing twelve month period, and (B) director fees, expenses and indemnities actually incurred in the ordinary course of business and paid to directors of Holdings or Parent, to the extent not exceeding $350,000 in the aggregate in any trailing twelve month period;

(e)     Section 2.13(i) of the Credit Agreement is hereby amended by deleting the existing text of such Section in its entirety and by inserting, in lieu thereof, the following text:

(i)     Receipt of IPO Proceeds . On the date of receipt by Parent, any Credit Party or any of their respective Subsidiaries of any net proceeds of an initial public offering of Parent, any such Credit Party or any of their respective Subsidiaries, including, for clarity, from a Qualified IPO, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in  Section  2.14(b) in the amount equal to one hundred percent (100%) of such proceeds. Notwithstanding anything to the contrary set forth in the Credit Documents (including, without limitation, the immediately preceding sentence and
Section  2.14(b) ), the Company shall prepay with the proceeds of the Qualified IPO the Loans and certain other Obligations on the Second Amendment Effective Date, as follows:

first , the Company shall pay all fees and all expenses due and payable to the Agents as specified in Section  10.2 , to the full extent thereof; and

second , the Company shall pay (i) to each Lender holding a Term Loan (other than Goldman Sachs Bank USA) or any outstanding Revolving Loans (other than Goldman Sachs Bank USA), an amount equal to the sum of (A) 100% of the aggregate outstanding principal amount of, and accrued interest and any premium on, the Term Loan and the outstanding Revolving Loans held by each such Lender (without a corresponding reduction of any Revolving Commitments with respect thereto), and (B) any and all other Obligations due and payable to each such Lender and (ii) to Goldman Sachs Bank USA, solely in its capacity as a Lender holding a Term Loan, an amount equal to the sum of (A) the amount necessary to reduce the aggregate outstanding principal amount of its Term Loan to $70,000,000, (B) all accrued interest and any premium due and payable on the principal amount required to be prepaid pursuant to clause (ii)(A) and (C) all other Obligations due and payable as a result of such prepayment. For clarity, any remaining proceeds of the applicable Qualified IPO, after the payments referenced above are made, shall be retained by the Credit Parties.

(f)     Section 5.1(b) of the Credit Agreement is hereby amended by deleting the existing text of such Section in its entirety and by inserting, in lieu thereof, the following text:

(b)     Quarterly Financial Statements . (i) If Holdings is required to file a Form 10-Q under the Exchange Act, a copy of the Form 10-Q of Holdings, within 2 Business Days after the date on which Holdings files or is required to file its Form 10-Q under the Exchange Act (after giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) and, unless otherwise included in such Form 10-Q, comparative form figures for the preceding Fiscal Year or (ii) if Holdings is not required to file a Form 10-Q under the Exchange Act, within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year (including the fourth Fiscal Quarter), the unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to

statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and in Microsoft Excel format, together with a Financial Officer Certification;

(g)     Section 5.1(c) of the Credit Agreement is hereby amended by deleting the existing text of such Section in its entirety and by inserting, in lieu thereof, the following text:

(c)     Annual Financial Statements . (i) If Holdings is required to file a Form 10-K under the Exchange Act, a copy of the Form 10-K of Holdings, within 2 Business Days after the date on which Holdings files or is required to file its Form 10-K under the Exchange Act (after giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) and, unless the audit report and opinion of an Auditor (as defined below) in such Form 10-K satisfies the requirements of clauses (b)(I) and (II)  of Section  5.1(c)(ii) below, a report and opinion of an Auditor which satisfies such requirements or (ii) if Holdings is not required to file a Form 10-K under the Exchange Act, within one hundred twenty (120) days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail and in Microsoft Excel format, together with a Financial Officer Certification with respect thereto; and (b) with respect to such consolidated financial statements a report thereon of Grant Thornton LLP or other independent certified public accountants of recognized national standing selected by Holdings and reasonably satisfactory to Administrative Agent; it being agreed that any “Big Four” accounting firm shall be reasonably acceptable to the Administrative Agent (such auditor, the “ Auditor ”), which report (I) shall be unqualified as to going concern and scope of audit (other than with respect to an upcoming maturity date of any Loan), and (II) shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

(h)     Section 6.5 of the Credit Agreement is hereby amended by adding the following new clause (i)  thereto (immediately following the end of clause (h)  thereof):

; and (i) from and after the consummation of a Qualified IPO, the payment of any Restricted Junior Payment (including the consummation of any irrevocable redemption) within sixty (60) days after the date of the declaration of such Restricted Junior Payment (or the giving of the applicable redemption notice, as the case may be), as long as at the date of such declaration or notice, as the case may be, the Restricted Junior Payment would have been permitted under this Agreement.

(i)     Section 6.8(b) of the Credit Agreement is hereby amended by deleting the existing text of such Section in its entirety and by inserting, in lieu thereof, the following text:

(b)     Leverage Ratio Holdings shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the first Fiscal Quarter ending after the Second Amendment Effective Date, to exceed the correlative ratio indicated:

(j)     Sections 6.8(a) , 6.8(c) , 6.8(d) and 6.8(e) to the Credit Agreement are hereby deleted in their entirety and replaced, in each case, with “[Intentionally Reserved]”.

(k)     Section 6.8(f) of the Credit Agreement is hereby amended by deleting the existing text of such Section in its entirety and by inserting, in lieu thereof, the following text:

(f)     Certain Calculations . With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “ Subject Transaction ” ), for purposes of determining compliance with the financial covenant set forth in this Section  6.8 , Consolidated Adjusted EBITDA (and, as applicable, Cash EBITDA) shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments approved by Administrative Agent in its sole discretion) using the historical audited financial statements for the fiscal year then most recently ended of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

3.      Delivery . On the date hereof, the Company shall deliver to the Administrative Agent a revised Schedule 4.2 reflecting the capital structure of the Company and Holdings after giving effect to the Qualified IPO.

4.      Consent; Assignment . For the avoidance of doubt, each Lender hereby consents to the order and manner (including, without limitation, the non-pro rata application of payments) in which the Loans and other Obligations will be paid on the Second Amendment Effective Date as a result of the consummation by Parent of a Qualified IPO as set forth in the second sentence of Section  2.13(i) of the Credit Agreement (as amended hereby). In addition, each Lender (other than Goldman Sachs Bank USA) with a Revolving Commitment agrees that, on and as of the Second Amendment Effective Date, after receipt of the amounts owing to such Lender under Section  2.13(i) (including payment in full of all Term Loans and Revolving Loans owing to such Lender as of such date), such Lender shall execute an Assignment Agreement in accordance with Section  10.6 of the Credit Agreement in favor of Goldman Sachs Bank USA transferring such Lender’s Revolving Commitment as of such date to Goldman Sachs Bank USA. Each Lender further agrees that the provisions of this Section  4 shall be binding on any successor or assignee to such Lender.

5.      Acknowledgements and Agreements . The Credit Parties, as a material inducement to Administrative Agent and the Lenders to enter into this Agreement, hereby reaffirm and ratify the Credit Documents. This Agreement is not intended, and shall not be construed as an amendment of, or any kind of extension, consent or waiver related to any transaction under, the Credit Agreement or any other Credit Document, other than as expressly set forth herein in accordance with the express terms hereof, and Agents, Lenders and Issuing Bank accordingly reserve all of their respective rights under the Credit Agreement and the other Credit Documents. Administrative Agent’s and Lenders’ making the amendments contained herein does not and shall not create (nor shall Company or any other Credit Party rely on the existence of or claim or assert that there exists) any obligation of any Agent, Lender or Issuing Bank to consider or agree to any further waivers, consents or amendments and, in the event that Agents, Lenders or Issuing Bank subsequently agree to consider any further waivers, consents or amendments, neither this Agreement nor any other conduct of any Agent, Lender or Issuing Bank shall be of any force or effect on any Agent’s, Lender’s or Issuing Bank’s consideration or decision with respect thereto, and Agents, Lenders and Issuing Bank shall have no obligation whatsoever to consider or agree to any further waivers, consents or amendments.

6.      Representations, Warranties, Covenants and Acknowledgments . To induce Administrative Agent and the Lenders to enter into this Agreement, each Credit Party does hereby:

(a)    represent and warrant to Administrative Agent and the Lenders that (i) as of the date hereof, after giving effect to this Agreement, all of the representations and warranties made or deemed to be made under the Credit Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically relate to an earlier date (in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) as of the date hereof, there exists no Default or Event of Default under the Credit Agreement or any other Credit Document or would result from this Agreement becoming effective in accordance with its terms; (iii) each Credit Party has the power and is duly authorized to execute, deliver and perform this Agreement and perform under the Credit Agreement as amended by this Agreement; and (iv) each of this Agreement and the Credit Agreement, as amended by this Agreement, is the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and

(b)    reaffirm each of the agreements, covenants, indemnities and undertakings of such Credit Party set forth in the Credit Agreement and each other Credit Document to which it is a party and executed in connection therewith or pursuant thereto as if such Credit Party were making such agreements, covenants, indemnities and undertakings on the Second Amendment Effective Date; and

(c)    acknowledge and agree that no right of offset, defense, counterclaim, claim, cause of action or objection in favor of such Credit Party against any Agent, Issuing Bank or any Lender exists arising out of or with respect to (i) this Agreement, the Credit Agreement or any other Credit Document to which it is a party, or (ii) any other documents to which it is a party now or heretofore evidencing, securing or in any way relating to the foregoing; and

(d)    acknowledge and agree that this Agreement shall be deemed a “Credit Document” for all purposes under the Credit Agreement; and

(e)    neither this Agreement nor any document executed in connection hereof shall be deemed to constitute a refinancing, substitution or novation of the Credit Agreement, any Credit Document, the Obligations or any other obligations and liabilities thereunder.

7.      Conditions Precedent to this Agreement . The effectiveness of this Agreement is subject to the following conditions precedent:

(a)     Documents . Administrative Agent and the Lenders shall have received executed counterparts of the following, in each case, in form and substance reasonably satisfactory to Administrative Agent and the Lenders: (i) this Agreement; (ii) an Acknowledgement and Consent from Thoma Bravo, LLC, in the form attached hereto, (iii) the Fee Letter (as defined after giving effect to this Agreement), (iv) the Schedule required to be delivered under Section  3 above and (v) the Assignment Agreements from each applicable Lender, as set forth under Section  4 above (which, for clarity, may be delivered in escrow by such Lenders subject to receipt of the applicable payments under clause (c)  below).

(b)     Expenses . Company shall pay Administrative Agent and the Lenders all of their reasonable and documented out of pocket costs and expenses in connection with this Agreement in accordance with the Credit Agreement (including, without limitation, all reasonable and documented out of pocket fees, expenses and disbursements of outside counsel to Administrative Agent and the Lenders).

(c)     Payoff .

(i)    Each Lender (other than Goldman Sachs Bank USA) shall have received in cash the full amount of Obligations (including, without limitation, principal, interest, the Second Amendment Prepayment Premium (as defined in the Fee Letter (as defined after giving effect to this Agreement)), fees, expenses and other Obligations (other than un-asserted contingent indemnification obligations) owing to such Lender as of the Second Amendment Effective Date), as set forth in a written notice to Company delivered to Company one (1) Business Day prior to the Second Amendment Effective Date; and

(ii)    Goldman Sachs Bank USA shall have received in cash the amount of Obligations (including, without limitation, principal, interest, the Second Amendment Prepayment Premium (as defined in the Fee Letter (as defined after giving effect to this Agreement)), fees, expenses and other Obligations) owing to Goldman Sachs Bank USA under the second sentence of Section  2.13(i) of the Credit Agreement on the Second Amendment Effective Date.

8.      Effect; Relationship of Parties . Except as expressly modified hereby, the Credit Agreement and each other Credit Document shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of each Credit Party to Agents, Issuing Bank and Lenders, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. The relationship of Agents, Issuing Bank and Lenders, on the one hand, and each Credit Party, on the other hand, has been and shall continue to be, at all times, that of creditor and debtor and not as joint venturers or partners. Nothing contained in this Agreement (or any instrument, document or agreement delivered in connection herewith), the Credit Agreement or any other Credit Document shall be deemed or construed to create a fiduciary relationship between or among the parties.

9.      Release . In further consideration of Administrative Agent’s and Lenders’ execution of this Agreement, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and Affiliates (collectively, the “Releasors” ), hereby forever releases each Agent, each Issuing Bank and each Lender and their respective successors, assigns, parents, subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “ Releasees ”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Credit Documents prior to the date hereof (including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Credit Document) and any third parties liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Credit Party shall satisfy all other provisions of this Agreement or the other Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Credit Party hereby agrees to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of, arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of any Credit Party or any parent, subsidiary or Affiliate of any Credit Party, whether threatened or

initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with any matter which is the subject of the release set forth in this Section  9 . The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Agreement and the other Credit Documents.

10.      Miscellaneous . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (any of which may be delivered via facsimile or electronic mail in portable document format), each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together, shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages hereto (and of the other documents required to be delivered hereunder) by facsimile or electronic mail in portable document format shall constitute effective execution and delivery of this Agreement (and such other documents) and may be used in lieu of the original Agreement (or in lieu of the original of such other documents) for all purposes. Signatures of the parties transmitted by facsimile or electronic mail in portable document format shall be deemed to be the parties’ original signatures for all purposes. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. This Agreement shall be governed by, and construed and enforced according to, the laws of the State of New York without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law) thereof. Each of the parties hereto accepts the non-exclusive jurisdiction of any state or federal court of competent jurisdiction in the State, County and City of New York for any judicial proceeding arising under or relating to this Agreement, to the full extent set forth in Section  10.15 of the Credit Agreement. Each of the parties hereto hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising under this Agreement, to the full extent set forth in Section  10.16 of the Credit Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.

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IN WITNESS WHEREOF , the Credit Parties, Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective duly authorized representatives as of the date first set forth above.

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges and consents to the foregoing Second Amendment to Amended and Restated Credit and Guaranty Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Acknowledgement and Consent as of this      day of November, 2017.

Exhibit 10.11

AMENDED AND RESTATED

SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT

(Kevin Cunningham)

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is dated as of November 5, 2017 by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “ Parent ”), SailPoint Technologies, Inc., a Delaware corporation (the “ Company ”), and Kevin Cunningham, an individual (the “ Employee ”). This Agreement amends and restates that certain Senior Management and Restricted Stock Agreement by and among the Parent, the Company and the Employee dated September 8, 2014 (the “ Original Agreement ”). September 8, 2014, the effective date of the Original Agreement, is referred to herein as the “ Effective Date .” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “ Amendment Effective Date ”), and the Original Agreement shall remain in full force and effect until the Amendment Effective Date. In the event that the closing of the Parent’s initial public offering of common stock does not occur for any reason prior to October 1, 2018, this Agreement shall be null and void and the Original Agreement will remain in full force and effect pursuant to its original terms.

Recitals

A. The Parent and Employee previously entered into the Original Agreement pursuant to which Employee purchased, and the Parent sold, subject to certain vesting and other restrictions as set forth herein, 1,075,000 shares of the common stock, par value $0.001 per share, of the Parent (the “ Common Stock ”). All such shares of Common Stock are referred to herein as “ Employee Stock ”. For clarity, the 1,456,443.4932 shares of Common Stock and the 7,456 shares of preferred stock, par value $0.001 per share, of the Parent acquired by the Employee (and his affiliate) pursuant that certain Agreement and Plan of Merger, dated as of August 10, 2014, by and among Parent, Project Spyglass Merger Sub, Inc. and Company Fortis Advisors LLC shall not be considered “Employee Stock” for purposes of this Agreement.

B. Certain definitions are set forth in Section 10 of this Agreement.

Agreement

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

PROVISIONS RELATING TO THE EXECUTIVE STOCK

1. Purchase and Sale of Employee Stock .

(a) On the Effective Date, the Parent (i) established an equity incentive pool (the “ Incentive Equity Pool ”), and (ii) granted Employee a number of shares of Common Stock equal to approximately 14.333% of the Equity Incentive Pool (the Effective Date, which is the

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date upon which such shares of Common Stock were granted, is referred to herein as the “ Grant Date ”). On the Grant Date, Employee purchased, and the Parent sold, such 1,075,000 shares of Common Stock at a price per share of $0.0517 per share, of which (A) 50% of such shares of Common Stock are referred to herein as “ Time-Vested Shares ” and (B) 50% of such shares of Common Stock are referred to herein as “ Annual-Vested Shares .”

(b) Within 30 days after the Grant Date, Employee made an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder.

(c) In connection with the purchase and sale of the Employee Stock hereunder, Employee represented, warranted and covenanted and hereby represents, warrants and covenants to the Parent and the Company that:

(i) The Employee Stock acquired by Employee pursuant to the Original Agreement was acquired for Employee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(ii) Employee is both an accredited investor (as defined in the rules under the Securities Act), is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Employee Stock.

(iii) Employee is able to bear the economic risk of his investment in the Employee Stock for an indefinite period of time because the Employee Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(iv) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Employee Stock and has had full access to such other information concerning the Parent as he has requested and has had the opportunity to consult with his own independent counsel regarding his investment in Employee Stock.

(v) This Agreement and each of the other agreements contemplated hereby constitute the legal, valid and binding obligation of Employee, enforceable in accordance with their respective terms, and the execution, delivery and performance of this Agreement and such other agreements by Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Employee is a party or any statute, rule, judgment, order or decree to which Employee is subject.

(vi) Employee is a resident of the State of Texas.

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(d) As an inducement to the Parent to issue the Employee Stock to Employee, and as a condition thereto, Employee acknowledged and agreed and hereby acknowledges and agrees that neither the issuance of the Employee Stock to Employee nor any provision contained herein shall entitle Employee to remain in the employment of the Parent and its Subsidiaries or affect the right of the Company to terminate Employee’s employment at any time for any reason.

2. Vesting of Certain Employee Stock .

(a) Time-Vested Shares and Annual-Vested Shares are subject to vesting as further described in this Section 2 based upon Employee’s continued employment with the Company.

(b) Except as otherwise provided in Section 2(d) below, the Time-Vested Shares will continue to become vested in accordance with the following schedule, if as of each such date Employee remains continuously employed by the Parent or any of its Subsidiaries: (i) 25% of the Time-Vested Shares became vested on the first anniversary of the Effective Date and (ii) the remaining Time-Vested Shares have or will become vested in equal installments on a monthly basis over the 36-month period following such first anniversary of the Effective Date.

(c) Except as otherwise provided in Section 2(d) below, the Annual-Vested Shares will continue to become vested in accordance with the following schedule if as of each such date Employee remains continuously employed by the Parent or any of its Subsidiaries:

(i) twenty-five percent (25%) of the Annual-Vested Shares became vested on January 15, 2016 (the “ First Annual Vest Date ”);

(ii) an additional twenty-five percent (25%) of the Annual Vested Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and

(iii) any remaining Annual-Vested Shares will become vested on the third anniversary of the First Annual Vest Date.

(d) Upon the occurrence of a Liquidity Event, 100% of the Unvested Employee Stock shall become vested immediately prior to such Liquidity Event; provided , however , that if Employee ceases to be continuously employed by the Parent or its Subsidiaries until immediately prior to such Liquidity Event, then no Unvested Employee Stock shall vest in accordance with this Section 2(d) .

(e) All shares of Employee Stock which become vested in accordance with this Section 2 are referred to herein as “ Vested Shares ”, and all other shares of Employee Stock are referred to herein as “ Unvested Shares ”.

(f) Notwithstanding the provisions of this Section 2 , this Agreement shall not result in fewer shares of Employee Stock being Vested Shares hereunder on the Amendment Effective Date than the number of shares of Employee Stock that were Vested Shares under the Original Agreement as of immediately prior to the Amendment Effective Date and shares of Employee Stock that have become Vested Shares as of the Amendment Effective Date shall remain Vested Shares under this Agreement.

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3. Repurchase Options .

(a) In the event Employee ceases to be employed by the Company and its Subsidiaries for any reason (a “ Termination ”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “ Repurchase Option ”).

(b) The purchase price for each Unvested Share will be Employee’s Original Cost for such share.

(c) The board of directors of the Parent (the “ Board ”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “ Repurchase Notice ”) to the Employee within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates.

(d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Employee to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.

(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

4. Restrictions on Transfer of Employee Stock .

(a) The Unvested Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until they become Vested Shares as described in Section 2 of this Agreement. The Unvested Shares are also restricted in the sense that they may be subject to the Repurchase Option.

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(b) The certificates representing the Employee Stock will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CERTAIN AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF NOVEMBER 5, 2017. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

PROVISIONS RELATING TO EMPLOYMENT

5. Employment . The Company agrees to employ Employee and Employee accepts such employment for the period beginning as of the Effective Date and ending upon the effective date of Employee’s Termination pursuant to Section 5(f) hereof (the “ Employment Period ”).

(a) As of the date of this Agreement, during the Employment Period, Employee shall serve as Chief Strategy Officer of the Company and shall have such duties and responsibilities as are typically commensurate with such position. Employee shall have such other powers and perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the position of Chief Strategy Officer. Employee’s authority shall be subject to the power of the Board to expand such duties, responsibilities and authority, subject to Employee’s acceptance of any such expansion, and to override actions of Employee.

(b) Employee shall report to the Board, and Employee shall devote appropriate time and attention to the business and affairs of the Company and its Subsidiaries.

(c) During the Employment Period, Employee’s base salary shall be $310,000 per annum (as in effect from time to time, the “ Base Salary ”). Employee’s Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding for income tax, social security, and other applicable taxes. Employee’s Base Salary for any partial year will be prorated based upon the number of days elapsed in such year.

(d) Bonuses .

(i) In addition to the Base Salary, the Employee shall be entitled to an award of an annual performance bonus (the “ Bonus ”) following the end of each fiscal year during the Employment Period commencing with the fiscal year ending December 31, 2015, based upon the Company’s achievement of budgetary and other objectives, including specific objectives relating to Employee’s contributions, set by the Board in consultation with Employee no later than March 31 of the applicable bonus year.

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(ii) Except where otherwise provided, the Bonus for any fiscal year will be payable to the Employee in cash promptly upon completion of the Company’s audited financial statements for such fiscal year, but in any event within 120 days following the end of such fiscal year.

(e) Benefits . In addition to the Base Salary and any Bonuses payable to Employee pursuant to this Agreement, Employee shall be entitled to the following benefits during the Employment Period:

(i) reimbursement for reasonable business expenses incurred by Employee on the Company’s behalf and within the Company’s stated policies and procedures for expense reimbursement, subject to providing appropriate documentation thereof to the Company;

(ii) participation in all health, disability and welfare plans available to the Company’s senior executives;

(iii) participation in all life insurance plans available to the Company’s senior executives;

(iv) participation in all retirement plans available to the Company’s senior executives; and

(v) participation in any paid-time-off policies available to the Company’s senior executives.

(f) Termination .

(i) The Employment Period shall continue until Employee’s resignation, death, Permanent Disability (as such term is defined in Section 0 ) or until the Board determines in its good faith judgment that termination of Employee’s employment (“ Termination ”) is in the best interests of the Company.

(ii) If the Employment Period is terminated by the Company with Cause or by Employee without Good Reason, Employee shall be entitled to receive Employee’s Base Salary (as in effect at time of Termination) through the effective date of Employee’s Termination but shall not be entitled to any Bonus for such current fiscal year, provided , however , that Employee will receive his earned but unpaid bonus, if any, for the prior fiscal year.

(iii) If the Employment Period is terminated due to death or Permanent Disability, Employee shall be entitled to receive Employee’s Base Salary for the period through the date of death or the date when the Employment Period is terminated as a result of Permanent Disability. In addition, Employee will be entitled to Employee’s vested rights under any benefit plans (including any disability plans, 401(k) plans or other retirement plans).

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(iv) If at any time the Employment Period is terminated by the Company without Cause or by Employee for Good Reason, Employee shall be entitled to receive the following (collectively, the “ Severance Benefits ”): (A) Employee’s Base Salary through the date that is twelve (12) months after the effective date of such Termination, payable in equal installments on the Company’s regular salary payment dates commencing on the first payroll date that is sixty (60) days from the date of such termination (with the first payment including amounts otherwise payable during such 60-day period (the “ First Payment Date ”)); (B) a lump-sum payment equal to Employee’s annual target bonus, payable on the First Payment Date ( provided , that the payment contemplated by this clause (B) shall only be payable if Employee would have achieved his financial objectives for the fiscal year his termination of employment occurs, based on the pro-rata results actually achieved by Employee prior to the date of his termination as compared to the pro-rata objectives established for Employee’s target bonus for the then-current fiscal year); (C) twelve (12) months of COBRA payments, provided that the Company shall not be obligated to pay any COBRA payments to Employee to the extent Employee elects not to receive COBRA coverage from the Company; and (D) a portion of any remaining unvested Time-Vested Shares equal to the amount of Time-Vested Shares and Annual-Vested Shares that would have vested over the 12-month period immediately following the date the Employment Period shall become vested. Any of the Severance Benefits contemplated by this Section 5 shall be conditioned upon Employee’s execution and delivery to the Company of a general release in form and substance satisfactory to the Company and Employee (the “ Release ”), which Release shall become effective and irrevocable within 60 days of the termination date and upon Employee’s compliance with the terms of Sections 6 and 7 below, and upon any breach by Employee of the provisions of Sections 6 and 7 below, the Company’s obligation to make any Severance Benefits shall immediately terminate.

(v) Anything provided herein to the contrary notwithstanding, nothing in this Agreement shall confer upon the Employee any right to continue in the service of the Company (or any Company or Subsidiary of the Company employing or retaining Employee) for any period of time or interfere with or restrict in any way the rights of the Company (or any Company or Subsidiary of the Company employing or retaining Employee) or the Employee, which rights are hereby expressly reserved by each, to terminate the employee status of Employee at any time for any reason whatsoever or for no reason with or without cause.

(g) No Investor Obligation . For the avoidance of doubt, notwithstanding the rights, if any, granted to TB hereunder, in no case shall TB be responsible for any obligation of the Company pursuant to this Section 5 , and Employee hereby covenants for the benefit of TB that he will not make any assertions to the contrary.

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6. Affirmation of Continuing Covenants . Employee expressly acknowledges that Employee’s obligations pursuant to that certain Employment, Proprietary Information, and Inventions Assignment Agreement (the “ EPIIAA ”) entered into by and between Employee and the Company dated December 1, 2005 continue to be in full force and effect and covenants and agrees to abide by the terms set forth therein.

7. Restrictive Covenants .

(a) Noncompetition . In further consideration of the opportunity to purchase the Employee Stock hereunder, Employee acknowledges that during the course of his employment with the Company and its Affiliates (including, without limitation, any predecessors thereof) he has become familiar with, and during the course of his employment with the Company and its Subsidiaries he will become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. Employee acknowledges that his services shall be of special, unique and extraordinary value to the Company and its Subsidiaries and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depend substantially on the skills and expertise of the Employee. Therefore, and in further consideration of the opportunity to purchase the Employee Stock hereunder, Employee agrees that, during the Employee’s period of employment with the Company or any of its Subsidiaries and for 18 months thereafter, he shall not directly or indirectly engage or become interested in (whether as an owner, partner, director, officer, employee, consultant, stockholder or otherwise) any business that provides, offers or is otherwise directly or indirectly engaged in providing or offering (including through acquiring companies which provide or offer) products or services anywhere in the world that are competitive with the Business. For purposes of this Agreement, “ Business ” shall mean the business of providing on-premises and hosted (i.e., SaaS-based) identity and access management solutions to enterprise and government customers, including data and risk management, compliance and provisioning solutions and services.

(b) Nonsolicitation . In addition, during the Employee’s period of employment with the Company or any of its Subsidiaries and for 18 months thereafter, Employee shall not (and shall cause all of his Affiliates not to) directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Parent or any of its Subsidiaries (including the Company) to leave the employ of the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between the Parent or any of its Subsidiaries (including the Company) and any employee thereof, (ii) hire (in any capacity) any person who was an employee of the Parent or any of its Subsidiaries (including the Company) at any time during the one (1) year period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 7(b) that any such hiring within such one (1) year period is in violation of Section 7(a) above), (iii) for so long as Employee has any obligations under Section 7(a) above, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Parent or any of its Subsidiaries (including the Company) in order to induce or attempt to induce such Person to cease doing business with the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Parent or any of its Subsidiaries (including the Company), including making any negative statements or communications about

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the Parent or any of its Subsidiaries (including the Company) or (iv) initiate or engage in any discussions regarding an acquisition of, or Employee’s employment (whether as an employee, an independent contractor or otherwise) by, any businesses with which the Parent or any of its Subsidiaries (including the Company) has entertained discussions or has requested and received information relating to the acquisition of such business by the Parent or any of its Subsidiaries (including the Company) prior to the termination of the Employee’s employment with the Company.

(c) Enforcement . If, at the time of enforcement of this Section 7 , a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Employee’s services are unique and because Employee has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and without proving damages).

8. Section 409A .

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Employee’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Employee becomes entitled to under this Agreement on account of the Employee’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Employee’s separation from service, or (ii) the Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Employee’s termination of employment, then such payments or benefits shall be payable only upon the Employee’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to the Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

GENERAL PROVISIONS

9. Withholding . The Parent or the Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“ Taxes ”) as may be required to be withheld pursuant to any applicable law or regulation. Employee shall pay to the Parent or the Company or make arrangements satisfactory to the Parent to pay the amount of all applicable Taxes that the Parent or the Company is required to withhold at any time. If Employee shall fail to make such payment, the Parent or the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Employee any Taxes of any kind required by law to be withheld with respect to the Employee Stock. Employee acknowledges that it is Employee’s sole responsibility, and not the Parent’s or the Company’s, to file timely and properly the election under Section 83(b) of the Internal Revenue Code and any corresponding provisions of state tax laws. In the event that the Parent or the Company fails to withhold any Taxes required to be withheld by applicable law or regulation, Employee shall indemnify the Parent and its Subsidiaries (including the Company) for any amounts paid by the Parent or the Company with respect to any such Taxes but only to the extent Employee has not already paid such Taxes; provided , however , that Employee shall not be required to indemnify the Parent or the Company for any interest, penalties and related expenses thereto.

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10. Definitions .

“ Affiliate ” means, as to any Person, any other Person, which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Cause ” means a vote of the Board resolving that Employee should be dismissed as a result of (a) Employee’s conviction of a felony; (b) Employee engaging in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or embezzlement, illegality or unlawful harassment which, as determined by the Board in good faith and in light of all available facts, would: (i) materially adversely affect the business or the reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom the Company does or might do business; or (ii) expose the Company to a risk of material civil or criminal legal damages, liabilities or penalties; (c) the repeated willful failure by Employee to follow the reasonable directives of the Board in connection with the business affairs of the Company; (d) any material breach by Employee of this Agreement or material violation of the Company’s policies; or (e) willful and deliberate non-performance of duty by Employee in connection with the business affairs of the Company, provided , however , in the event of termination based on (c), (d) or (e), Employee will have a period of thirty (30) days after written notice to Employee from the Company to cure the circumstance, if curable.

“ Certificate of Incorporation ” means the Company’s Certificate of Incorporation as in effect upon consummation of the Merger, as amended thereafter from time to time.

“ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium that relates to the Company or its Subsidiaries or their business relations and their respective business activities. Confidential Information includes, but is not limited to, the following: (a) internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (b) information concerning third party businesses received by the Company under appropriate confidentiality restrictions in connection with prospective acquisitions or strategic combinations; (c) identities and individual requirements of, and specific contractual arrangements with, the Company’s and its Subsidiaries’ joint venture partners, vendors or customers and other business relations and their confidential information; (d) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (e) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); (f) intellectual property rights; and (g) financial information.

“ Employee Shares ” means the shares purchased under the Original Agreement. Employee Shares will continue to be Employee Shares in the hands of any holder other than Employee (except for the Parent and except for transferees in a Public Sale), and except as

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otherwise provided herein, each such other holder of Employee Shares will succeed to all rights and obligations attributable to Employee as a holder of Employee Shares hereunder. Employee Shares will also include shares of the Parent’s shares issued with respect to Employee Shares by way of a share split, distribution or reorganization or upon conversion of the Parent into a corporation, by way of a stock split, stock dividend or other recapitalization. Notwithstanding the foregoing, all Unvested Shares shall remain Unvested Shares, subject to the vesting provisions of this Agreement, after any Transfer thereof.

“ Fair Market Value ” of each of the Employee Shares means the fair value of such shares as mutually determined in good faith by the Board and Employee. In the event the parties cannot agree on a fair market value, the fair market value shall be determined by a third party independent valuation consultant mutually agreed upon by the parties with the cost of such valuation shared equally by the parties.

“ Good Reason ” means that Employee resigns from employment with the Company after complying with the Good Reason Process because, without Employee’s prior written consent, the Company: (a) reduces Employee’s base salary in any material respect, except for across-the-board salary reductions not to exceed 10% based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (b) fails to pay any material incentive compensation to which Employee is actually entitled under this Agreement; (c) materially breaches any obligation of the Company under this Agreement; (d) makes a material reduction in Employee’s job responsibilities so as to constitute a de facto demotion (other than a change effected in connection with the integration of the operations of the Company into the operations of an acquirer in connection with a Liquidity Event); (e) removes Employee from the position of Chief Strategy Officer other than in connection with a Liquidity Event; or (f) relocates Employee’s principal place of work to a location more than 25 miles from the location at the Effective Date, without Employee’s prior written approval.

“ Good Reason Process ” means that (a) Employee reasonably determines in good faith that a Good Reason condition has occurred; (b) Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (c) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice to remedy the condition; (d) notwithstanding such efforts, the Good Reason condition continues to exist; and (e) Employee terminates Employee’s employment within 60 days after the end of the cure period contemplated by clause (c) above. If the Company cures the Good Reason condition during such cure period, Good Reason shall be deemed not to have occurred.

“ Liquidity Event ” means (a) any transaction or series of transactions, excluding in each case the issuance of securities by the Parent in a financing transaction approved by the Board, pursuant to which any person(s) or entity(ies) other than TB and its Affiliates, in the aggregate, acquire(s) shares of the Parent possessing the voting power to elect a majority of the Parent’s Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Parent’s shares, securityholder or voting agreement, proxy, power of attorney or otherwise), (b) the sale of all or substantially all of the Parent’s assets determined on a consolidated basis, whether in a single or a series of transactions, or (c) a Sale of the Company.

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“ Original Cost ” means with respect to each share of Common Stock purchased by the Employee hereunder, the price per share of Common Stock as set forth in Section 1(a) hereof (as proportionately adjusted for all subsequent share or stock splits, stock dividends, reorganizations and other recapitalizations).

“ Permanent Disability ” means Employee’s inability, because of any physical or mental injury, illness or incapacity to continue to perform substantially all of the essential functions of his duties and responsibilities under this Agreement notwithstanding the provision of any reasonable accommodations, for up to 180 days during any 365 consecutive calendar days.

“ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Public Sale ” means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

“ Sale of the Company ” means any transaction or series of related transactions other than a Public Sale pursuant to which any person or group of Persons acting in concert (other than TB or an Affiliate of TB), together with such Person’s or group of Persons’ Affiliates, acquire(s) (i) the capital stock of the Parent possessing the voting power to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Parent’s capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise), (ii) all or substantially all of the Parent’s assets determined on a consolidated basis, or (iii) fifty percent (50%) or more of the issued and outstanding shares of capital stock of the Company.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Subsidiary ” means any corporation of which the Parent or the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

“ TB ” means, collectively, Thoma Bravo Fund XI, L.P., a Delaware limited partnership, Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership and Thoma Bravo Executive Fund XI, L.P.

“ Transfer ” means to directly or indirectly sell, transfer, assign, pledge or otherwise dispose of or grant any direct or indirect interest in (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) the applicable property.

11. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) one day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) upon machine-generated acknowledgement of receipt after transmittal by facsimile, (d) upon a confirmation of receipt by return email from the recipient after being sent by email, or (e) five days after being mailed to

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the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and the Employee at the address set forth below and to any other recipient or any subsequent holder of Employee Shares subject to this Agreement at such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

Notices to Employee :

Addressed to the most recent address of Employee on the Company’s records.

Notices to the Company :

SailPoint Technologies, Inc.

11305 Four Points Drive, Building 2, Suite 100

Austin, Texas 78726

Attention: General Counsel

E-mail: legal@sailpoint.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

12. Expenses . Each party shall bear its or his expenses, including legal fees, arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

13. General Provisions .

(a) Transfers in Violation of Agreement . Any Transfer or attempted Transfer of any Employee Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Employee Shares as the owner of such shares for any purpose.

(b) Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Initial Public Sale . Prior to March 31 of the calendar year following the occurrence of an initial Public Sale, Employee shall have the opportunity to review the terms of this Agreement with the Company and the Company may amend the terms of this Agreement at such time.

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(d) Complete Agreement . This Agreement, the Certificate of Incorporation, the EPIIAA, that certain Restrictive Covenant Agreement entered into by and between Employee and the Company dated September 8, 2014 and those other documents expressly referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(e) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile and by scanned pdf image.

(f) Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Employee, the Company and their respective successors and assigns (including subsequent holders of Employee Shares); provided , however , except as otherwise provided herein, the rights and obligations of Employee under this Agreement shall not be assignable except in connection with a Permitted Transfer of Employee Shares hereunder.

(g) Choice of Law . All issues and questions concerning the relative rights of the Company and its Stockholders and all other issues and questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

(h) JURISDICTION AND VENUE . THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS SITTING IN TEXAS AND HEREBY AGREE THAT THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE ENFORCEABLE EXCLUSIVELY IN SUCH COURTS. EACH PARTY AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD IN SUCH COURT. EACH PARTY ALSO AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OR OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.

(i) WAIVER OF JURY TRIAL . THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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(j) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(k) Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Employee.

(l) Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(m) Termination . Except as otherwise provided herein, this Agreement shall survive the Termination of Employee’s employment with the Company and shall remain in full force and effect after such Termination.

(n) No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(o) Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

* * * * * * *

[This Space Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Senior Management and Restricted Stock Agreement as of the date first written above.

[Signature Page to Amended and Restated Senior Management and Restricted Stock Agreement]

Exhibit 10.12

AMENDED AND RESTATED

SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT

(Mark McClain)

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is dated as of November 5, 2017 by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “ Parent ”), SailPoint Technologies, Inc., a Delaware corporation (the “ Company ”), and Mark McClain, an individual (the “ Executive ”). This Agreement amends and restates that certain Senior Management and Restricted Stock Agreement by and among the Parent, the Company and the Executive dated September 8, 2014 (the “ Original Agreement ”). September 8, 2014, the effective date of the Original Agreement is referred to herein as the “ Effective Date .” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “ Amendment Effective Date ”), and the Original Agreement shall remain in full force and effect until the Amendment Effective Date. In the event that the closing of the Parent’s initial public offering of common stock does not occur for any reason prior to October 1, 2018, this Agreement shall be null and void and the Original Agreement will remain in full force and effect pursuant to its original terms.

Recitals

A. The Parent and Executive previously entered into the Original Agreement pursuant to which Executive purchased, and the Parent sold, subject to certain vesting and other restrictions as set forth herein, 1,075,000 shares of the common stock, par value $0.001 per share, of the Parent (the “ Common Stock ”). All such shares of Common Stock are referred to herein as “ Executive Stock .” For clarity, the 1,833,846 shares of Common Stock and the 9,387.3764 shares of preferred stock, par value $0.001 per share, of the Parent acquired by the Employee (and his affiliate) pursuant that certain Agreement and Plan of Merger, dated as of August 10, 2014, by and among Parent, Project Spyglass Merger Sub, Inc. and Company Fortis Advisors LLC shall not be considered “Employee Stock” for purposes of this Agreement.

B. Certain definitions are set forth in Section 10 of this Agreement.

Agreement

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

PROVISIONS RELATING TO THE EXECUTIVE STOCK

1. Purchase and Sale of Executive Stock .

(a) On the Effective Date, the Parent (i) established an equity incentive pool (the “ Incentive Equity Pool ”), and (ii) granted Executive a number of shares of Common Stock equal to approximately 14.333% of the Equity Incentive Pool (the Effective Date, which is the

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date upon which such shares of Common Stock were granted, is referred to herein as the “ Grant Date ”). On the Grant Date, Executive purchased, and the Parent sold, such shares of Common Stock at a price per share of $0.0517 per share, of which (A) 50% of such shares of Common Stock are referred to herein as “ Time-Vested Shares ” and (B) 50% of such shares of Common Stock are referred to herein as “ Annual-Vested Shares .”

(b) Within 30 days after the Grant Date, Executive made an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder.

(c) In connection with the purchase and sale of the Executive Stock hereunder, Executive represented, warranted and covenanted and hereby represents, warrants and covenants to the Parent and the Company that:

(i) The Executive Stock acquired by Executive pursuant to the Original Agreement was acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(ii) Executive is both an accredited investor (as defined in the rules under the Securities Act) and an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock.

(iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Parent as he has requested and has had the opportunity to consult with his own independent counsel regarding his investment in Executive Stock.

(v) This Agreement and each of the other agreements contemplated hereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with their respective terms, and the execution, delivery and performance of this Agreement and such other agreements by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any statute, rule, judgment, order or decree to which Executive is subject.

(vi) Executive is a resident of the State of Texas.

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(d) As an inducement to the Parent to issue the Executive Stock to Executive, and as a condition thereto, Executive acknowledged and agreed and hereby acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Parent and its Subsidiaries or affect the right of the Company to terminate Executive’s employment at any time for any reason.

2. Vesting of Certain Executive Stock .

(a) Time-Vested Shares and Annual-Vested Shares are subject to vesting as further described in this Section 2 based upon Executive’s continued employment with the Company.

(b) Except as otherwise provided in Section 2(d) below, the Time-Vested Shares will continue to become vested in accordance with the following schedule, if as of each such date Executive remains continuously employed by the Parent or any of its Subsidiaries: (i) 25% of the Time-Vested Shares became vested on the first anniversary of the Effective Date and (ii) the remaining Time-Vested Shares have or will become vested in equal installments on a monthly basis over the 36-month period following such first anniversary of the Effective Date.

(c) Except as otherwise provided in Section 2(d) below, the Annual-Vested Shares will continue to become vested in accordance with the following schedule if as of each such date Executive remains continuously employed by the Parent or any of its Subsidiaries:

(i) twenty-five percent (25%) of the Annual-Vested Shares became vested on January 15, 2016 (the “ First Annual Vest Date ”);

(ii) an additional twenty-five percent (25%) of the Annual Vested Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and

(iii) any remaining Annual-Vested Shares will become vested on the third anniversary of the First Annual Vest Date.

(d) Upon the occurrence of a Liquidity Event, 100% of the Unvested Executive Stock shall become vested immediately prior to such Liquidity Event; provided , however , that if Executive ceases to be continuously employed by the Parent or its Subsidiaries until immediately prior to such Liquidity Event, then no Unvested Executive Stock shall vest in accordance with this Section 2(d) .

(e) All shares of Executive Stock which become vested in accordance with this Section 2 are referred to herein as “ Vested Shares ”, and all other shares of Executive Stock are referred to herein as “ Unvested Shares ”.

(f) Notwithstanding the provisions of this Section 2 , this Agreement shall not result in fewer shares of Employee Stock being Vested Shares hereunder on the Amendment Effective Date than the number of shares of Employee Stock that were Vested Shares under the Original Agreement as of immediately prior to the Amendment Effective Date and shares of Employee Stock that have become Vested Shares as of the Amendment Effective Date shall remain Vested Shares under this Agreement.

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3. Repurchase Options .

(a) In the event Executive ceases to be employed by the Company and its Subsidiaries for any reason (a “ Termination ”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “ Repurchase Option ”).

(b) The purchase price for each Unvested Share will be Executive’s Original Cost for such share.

(c) The board of directors of the Parent (the “ Board ”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “ Repurchase Notice ”) to the Executive within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates.

(d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.

(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

4. Restrictions on Transfer of Executive Stock .

(a) The Unvested Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until they become Vested Shares as described in Section 2 of this Agreement. The Unvested Shares are also restricted in the sense that they may be subject to the Repurchase Option.

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(b) The certificates representing the Executive Stock will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CERTAIN AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF NOVEMBER 5, 2017. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

PROVISIONS RELATING TO EMPLOYMENT

5. Employment . The Company agrees to employ Executive and Executive accepts such employment for the period beginning as of the Effective Date and ending upon the effective date of Executive’s Termination pursuant to Section 5(f) hereof (the “ Employment Period ”).

(a) During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have such duties and responsibilities as are typically commensurate with such position. Executive shall have such other powers and perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the position of Chief Executive Officer. Executive’s authority shall be subject to the power of the Board to expand such duties, responsibilities and authority, subject to Executive’s acceptance of any such expansion, and to override actions of Executive.

(b) Executive shall report to the Board, and Executive shall devote appropriate time and attention to the business and affairs of the Company and its Subsidiaries.

(c) During the Employment Period, Executive’s base salary shall be $350,000 per annum (as in effect from time to time, the “ Base Salary ”). Executive’s Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding for income tax, social security, and other applicable taxes. Executive’s Base Salary for any partial year will be prorated based upon the number of days elapsed in such year.

(d) Bonuses .

(i) In addition to the Base Salary, the Executive shall be entitled to an award of an annual performance bonus (the “ Bonus ”) following the end of each fiscal year during the Employment Period commencing with the fiscal year ending December 31, 2015, based upon the Company’s achievement of budgetary and other objectives, including specific objectives relating to Executive’s contributions, set by the Board in consultation with Executive no later than March 31 of the applicable bonus year.

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(ii) Except where otherwise provided, the Bonus for any fiscal year will be payable to the Executive in cash promptly upon completion of the Company’s audited financial statements for such fiscal year, but in any event within 120 days following the end of such fiscal year.

(e) Benefits . In addition to the Base Salary and any Bonuses payable to Executive pursuant to this Agreement, Executive shall be entitled to the following benefits during the Employment Period:

(i) reimbursement for reasonable business expenses incurred by Executive on the Company’s behalf and within the Company’s stated policies and procedures for expense reimbursement, subject to providing appropriate documentation thereof to the Company;

(ii) participation in all health, disability and welfare plans available to the Company’s senior executives;

(iii) participation in all life insurance plans available to the Company’s senior executives;

(iv) participation in all retirement plans available to the Company’s senior executives; and

(v) participation in any paid-time-off policies available to the Company’s senior executives.

(f) Termination .

(i) The Employment Period shall continue until Executive’s resignation, death, Permanent Disability (as such term is defined in Section 10 ) or until the Board determines in its good faith judgment that termination of Executive’s employment (“ Termination ”) is in the best interests of the Company.

(ii) If the Employment Period is terminated by the Company with Cause or by Executive without Good Reason, Executive shall be entitled to receive Executive’s Base Salary (as in effect at time of Termination) through the effective date of Executive’s Termination but shall not be entitled to any Bonus for such current fiscal year, provided , however , that Executive will receive his earned but unpaid bonus, if any, for the prior fiscal year.

(iii) If the Employment Period is terminated due to death or Permanent Disability, Executive shall be entitled to receive Executive’s Base Salary for the period through the date of death or the date when the Employment Period is terminated as a result of Permanent Disability. In addition, Executive will be entitled to Executive’s vested rights under any benefit plans (including any disability plans, 401(k) plans or other retirement plans).

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(iv) If at any time the Employment Period is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive the following (collectively, the “ Severance Benefits ”): (A) Executive’s Base Salary through the date that is twelve (12) months after the effective date of such Termination, payable in equal installments on the Company’s regular salary payment dates commencing on the first payroll date that is sixty (60) days from the date of such termination (with the first payment including amounts otherwise payable during such 60-day period (the “ First Payment Date ”)); (B) a lump-sum payment equal to Executive’s annual target bonus, payable on the First Payment Date ( provided , that the payment contemplated by this clause (B) shall only be payable if Executive would have achieved his financial objectives for the fiscal year his termination of employment occurs, based on the pro-rata results actually achieved by Executive prior to the date of his termination as compared to the pro-rata objectives established for Executive’s target bonus for the then-current fiscal year); (C) twelve (12) months of COBRA payments, provided that the Company shall not be obligated to pay any COBRA payments to Executive to the extent Executive elects not to receive COBRA coverage from the Company; and (D) a portion of any remaining unvested Time-Vested Shares and Annual-Vested Shares equal to the amount of Time-Vested Shares that would have vested over the 12-month period immediately following the date the Employment Period shall become vested. Any of the Severance Benefits contemplated by this Section 5 shall be conditioned upon Executive’s execution and delivery to the Company of a general release in form and substance satisfactory to the Company and Executive (the “ Release ”), which Release shall become effective and irrevocable within 60 days of the termination date and upon Executive’s compliance with the terms of Sections 6 and 7 below, and upon any breach by Executive of the provisions of Sections 6 and 7 below, the Company’s obligation to make any Severance Benefits shall immediately terminate.

(v) Anything provided herein to the contrary notwithstanding, nothing in this Agreement shall confer upon the Executive any right to continue in the service of the Company (or any Company or Subsidiary of the Company employing or retaining Executive) for any period of time or interfere with or restrict in any way the rights of the Company (or any Company or Subsidiary of the Company employing or retaining Executive) or the Executive, which rights are hereby expressly reserved by each, to terminate the employee status of Executive at any time for any reason whatsoever or for no reason with or without cause.

(g) No Investor Obligation . For the avoidance of doubt, notwithstanding the rights, if any, granted to TB hereunder, in no case shall TB be responsible for any obligation of the Company pursuant to this Section 5 , and Executive hereby covenants for the benefit of TB that he will not make any assertions to the contrary.

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6. Affirmation of Continuing Covenants . Executive expressly acknowledges that Executive’s obligations pursuant to that certain Employment, Proprietary Information, and Inventions Assignment Agreement (the “ EPIIAA ”) entered into by and between Executive and the Company dated December 1, 2005 continue to be in full force and effect and covenants and agrees to abide by the terms set forth therein.

7. Restrictive Covenants .

(a) Noncompetition . In further consideration of the opportunity to purchase the Executive Stock hereunder, Executive acknowledges that during the course of his employment with the Company and its Affiliates (including, without limitation, any predecessors thereof) he has become familiar with, and during the course of his employment with the Company and its Subsidiaries he will become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. Executive acknowledges that his services shall be of special, unique and extraordinary value to the Company and its Subsidiaries and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depend substantially on the skills and expertise of the Executive. Therefore, and in further consideration of the opportunity to purchase the Executive Stock hereunder, Executive agrees that, during the Executive’s period of employment with the Company or any of its Subsidiaries and for 18 months thereafter, he shall not directly or indirectly engage or become interested in (whether as an owner, partner, director, officer, employee, consultant, stockholder or otherwise) any business that provides, offers or is otherwise directly or indirectly engaged in providing or offering (including through acquiring companies which provide or offer) products or services anywhere in the world that are competitive with the Business. For purposes of this Agreement, “ Business ” shall mean the business of providing on-premises and hosted (i.e., SaaS-based) identity and access management solutions to enterprise and government customers, including data and risk management, compliance and provisioning solutions and services.

(b) Nonsolicitation . In addition, during the Executive’s period of employment with the Company or any of its Subsidiaries and for 18 months thereafter, Executive shall not (and shall cause all of his Affiliates not to) directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Parent or any of its Subsidiaries (including the Company) to leave the employ of the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between the Parent or any of its Subsidiaries (including the Company) and any employee thereof, (ii) hire (in any capacity) any person who was an employee of the Parent or any of its Subsidiaries (including the Company) at any time during the one (1) year period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 7(b) that any such hiring within such one (1) year period is in violation of Section 7(a) above), (iii) for so long as Executive has any obligations under Section 7(a) above, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Parent or any of its Subsidiaries (including the Company) in order to induce or attempt to induce such Person to cease doing business with the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Parent or any of its Subsidiaries (including the Company), including making any negative statements or communications about the Parent or any of its

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Subsidiaries (including the Company) or (iv) initiate or engage in any discussions regarding an acquisition of, or Executive’s employment (whether as an employee, an independent contractor or otherwise) by, any businesses with which the Parent or any of its Subsidiaries (including the Company) has entertained discussions or has requested and received information relating to the acquisition of such business by the Parent or any of its Subsidiaries (including the Company) prior to the termination of the Executive’s employment with the Company.

(c) Enforcement . If, at the time of enforcement of this Section 7 , a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and without proving damages).

8. Section 409A .

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

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(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

GENERAL PROVISIONS

9. Withholding . The Parent or the Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“ Taxes ”) as may be required to be withheld pursuant to any applicable law or regulation. Executive shall pay to the Parent or the Company or make arrangements satisfactory to the Parent to pay the amount of all applicable Taxes that the Parent or the Company is required to withhold at any time. If Executive shall fail to make such payment, the Parent or the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Executive any Taxes of any kind required by law to be withheld with respect to the Executive Stock. Executive acknowledges that it is Executive’s sole responsibility, and not the Parent’s or the Company’s, to file timely and properly the election under Section 83(b) of the Internal Revenue Code and any corresponding provisions of state tax laws. In the event that the Parent or the Company fails to withhold any Taxes required to be withheld by applicable law or regulation, Executive shall indemnify the Parent and its Subsidiaries (including the Company) for any amounts paid by the Parent or the Company with respect to any such Taxes but only to the extent Executive has not already paid such Taxes; provided , however , that Executive shall not be required to indemnify the Parent or the Company for any interest, penalties and related expenses thereto.

10. Definitions .

“ Affiliate ” means, as to any Person, any other Person, which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

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“ Cause ” means a vote of the Board resolving that Executive should be dismissed as a result of (a) Executive’s conviction of a felony; (b) Executive engaging in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or embezzlement, illegality or unlawful harassment which, as determined by the Board in good faith and in light of all available facts, would: (i) materially adversely affect the business or the reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom the Company does or might do business; or (ii) expose the Company to a risk of material civil or criminal legal damages, liabilities or penalties; (c) the repeated willful failure by Executive to follow the reasonable directives of the Board in connection with the business affairs of the Company; (d) any material breach by Executive of this Agreement or material violation of the Company’s policies; or (e) willful and deliberate non-performance of duty by Executive in connection with the business affairs of the Company, provided , however , in the event of termination based on (c), (d) or (e), Executive will have a period of thirty (30) days after written notice to Executive from the Company to cure the circumstance, if curable.

“ Certificate of Incorporation ” means the Company’s Certificate of Incorporation as in effect upon consummation of the Merger, as amended thereafter from time to time.

“ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium that relates to the Company or its Subsidiaries or their business relations and their respective business activities. Confidential Information includes, but is not limited to, the following: (a) internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (b) information concerning third party businesses received by the Company under appropriate confidentiality restrictions in connection with prospective acquisitions or strategic combinations; (c) identities and individual requirements of, and specific contractual arrangements with, the Company’s and its Subsidiaries’ joint venture partners, vendors or customers and other business relations and their confidential information; (d) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (e) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); (f) intellectual property rights; and (g) financial information.

“ Executive Shares ” means the shares purchased under the Original Agreement. Executive Shares will continue to be Executive Shares in the hands of any holder other than Executive (except for the Parent and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Shares will succeed to all rights and obligations attributable to Executive as a holder of Executive Shares hereunder. Executive Shares will also include shares of the Parent’s shares issued with respect to Executive Shares by way of a share split, distribution or reorganization or upon conversion of the Parent into a corporation, by way of a stock split, stock dividend or other recapitalization. Notwithstanding the foregoing, all Unvested Shares shall remain Unvested Shares, subject to the vesting provisions of this Agreement, after any Transfer thereof.

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“ Fair Market Value ” of each of the Executive Shares means the fair value of such shares as mutually determined in good faith by the Board and Executive. In the event the parties cannot agree on a fair market value, the fair market value shall be determined by a third party independent valuation consultant mutually agreed upon by the parties with the cost of such valuation shared equally by the parties.

“ Good Reason ” means that Executive resigns from employment with the Company after complying with the Good Reason Process because, without Executive’s prior written consent, the Company: (a) reduces Executive’s base salary in any material respect, except for across-the-board salary reductions not to exceed 10% based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (b) fails to pay any material incentive compensation to which Executive is actually entitled under this Agreement; (c) materially breaches any obligation of the Company under this Agreement; (d) makes a material reduction in Executive’s job responsibilities so as to constitute a de facto demotion (other than a change effected in connection with the integration of the operations of the Company into the operations of an acquirer in connection with a Liquidity Event); (e) removes Executive from the position of Chief Executive Officer other than in connection with a Liquidity Event; or (f) relocates Executive’s principal place of work to a location more than 25 miles from the location at the Effective Date, without Executive’s prior written approval.

“ Good Reason Process ” means that (a) Executive reasonably determines in good faith that a Good Reason condition has occurred; (b) Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (c) Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice to remedy the condition; (d) notwithstanding such efforts, the Good Reason condition continues to exist; and (e) Executive terminates Executive’s employment within 60 days after the end of the cure period contemplated by clause (c) above. If the Company cures the Good Reason condition during such cure period, Good Reason shall be deemed not to have occurred.

“ Liquidity Event ” means (a) any transaction or series of transactions, excluding in each case the issuance of securities by the Parent in a financing transaction approved by the Board, pursuant to which any person(s) or entity(ies) other than TB and its Affiliates, in the aggregate, acquire(s) shares of the Parent possessing the voting power to elect a majority of the Parent’s Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Parent’s shares, securityholder or voting agreement, proxy, power of attorney or otherwise), (b) the sale of all or substantially all of the Parent’s assets determined on a consolidated basis, whether in a single or a series of transactions, or (c) a Sale of the Company.

“ Original Cost ” means with respect to each share of Common Stock purchased by the Executive hereunder, the price per share of Common Stock as set forth in Section 1(a) hereof (as proportionately adjusted for all subsequent share or stock splits, stock dividends, reorganizations and other recapitalizations).

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“ Permanent Disability ” means Executive’s inability, because of any physical or mental injury, illness or incapacity to continue to perform substantially all of the essential functions of his duties and responsibilities under this Agreement notwithstanding the provision of any reasonable accommodations, for up to 180 days during any 365 consecutive calendar days.

“ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Public Sale ” means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

“ Sale of the Company ” means any transaction or series of related transactions other than a Public Sale pursuant to which any person or group of Persons acting in concert (other than TB or an Affiliate of TB), together with such Person’s or group of Persons’ Affiliates, acquire(s) (i) the capital stock of the Parent possessing the voting power to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Parent’s capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise), (ii) all or substantially all of the Parent’s assets determined on a consolidated basis, or (iii) fifty percent (50%) or more of the issued and outstanding shares of capital stock of the Company.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Subsidiary ” means any corporation of which the Parent or the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

“ TB ” means, collectively, Thoma Bravo Fund XI, L.P., a Delaware limited partnership, Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership and Thoma Bravo Executive Fund XI, L.P.

“ Transfer ” means to directly or indirectly sell, transfer, assign, pledge or otherwise dispose of or grant any direct or indirect interest in (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) the applicable property.

11. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) one day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) upon machine-generated acknowledgement of receipt after transmittal by facsimile, (d) upon a confirmation of receipt by return email from the recipient after being sent by email, or (e) five days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and the Executive at the address set forth below and to any other recipient or any subsequent holder of Executive Shares subject to this Agreement at such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

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Notices to Executive :

Addressed to the most recent address of Executive on the Company’s records.

Notices to the Company :

SailPoint Technologies, Inc.

11305 Four Points Drive, Building 2, Suite 100

Austin, Texas 78726

Attention: General Counsel

E-mail: legal@sailpoint.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

12. Expenses . Each party shall bear its or his expenses, including legal fees, arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

13. General Provisions .

(a) Transfers in Violation of Agreement . Any Transfer or attempted Transfer of any Executive Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Shares as the owner of such shares for any purpose.

(b) Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Initial Public Sale . Prior to March 31 of the calendar year following the occurrence of an initial Public Sale, Executive shall have the opportunity to review the terms of this Agreement with the Company and the Company may amend the terms of this Agreement at such time.

(d) Complete Agreement . This Agreement, the Certificate of Incorporation, the EPIIAA, that certain Restrictive Covenant Agreement entered into by and between Employee and the Company dated September 8, 2014 and those other documents expressly referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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(e) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile and by scanned pdf image.

(f) Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company and their respective successors and assigns (including subsequent holders of Executive Shares); provided , however , except as otherwise provided herein, the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a Permitted Transfer of Executive Shares hereunder.

(g) Choice of Law . All issues and questions concerning the relative rights of the Company and its Stockholders and all other issues and questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

(h) JURISDICTION AND VENUE . THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS SITTING IN TEXAS AND HEREBY AGREE THAT THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE ENFORCEABLE EXCLUSIVELY IN SUCH COURTS. EACH PARTY AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD IN SUCH COURT. EACH PARTY ALSO AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OR OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.

(i) WAIVER OF JURY TRIAL . THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

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(k) Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.

(l) Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(m) Termination . Except as otherwise provided herein, this Agreement shall survive the Termination of Executive’s employment with the Company and shall remain in full force and effect after such Termination.

(n) No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(o) Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

* * * * * * *

[This Space Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Senior Management and Restricted Stock Agreement as of the date first written above.

[Signature Page to Amended and Restated Senior Management and Restricted Stock Agreement]

Exhibit 10.14

AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is dated as of November 5, 2017, by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “ Parent ”), SailPoint Technologies, Inc., a Delaware corporation (the “ Company ”), and Howard Greenfield, an individual (the “ Purchaser ”). This Agreement amends and restates that certain Restricted Stock Agreement by and among the Parent, the Company and the Executive dated December 15, 2014, as amended from time to time (the “ Original Agreement ”). December 15, 2014, the effective date of the Original Agreement, is referred to herein as the “ Grant Date .” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “ Amendment Effective Date ”), and the Original Agreement shall remain in full force and effect until the Amendment Effective Date. In the event that such closing of the Parent’s initial public offering of common stock does not occur for any reason prior to October 1, 2018, this Agreement shall be null and void and the Original Agreement will remain in full force and effect pursuant to its original terms.

Recitals

A. The Parent and Purchaser previously entered into the Original Agreement pursuant to which Purchaser purchased, and the Parent sold, subject to certain vesting and other restrictions as set forth herein, 375,000 shares of the common stock, par value $0.001 per share, of the Parent (the “ Common Stock ”). All such shares of Common Stock hereby are referred to herein as “ Restricted Stock. ” For clarity, any other shares of Common Stock Purchaser may own shall not be considered “Restricted Stock” for purposes of this Agreement.

B. Certain definitions are set forth in Section 9 of this Agreement.

Agreement

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

PROVISIONS RELATING TO THE RESTRICTED STOCK

(a) On the Grant Date, Purchaser purchased, and the Parent sold, 375,000 shares of Common Stock at a price of $0.0517 per share, of which (i) 187,500 shares of such Common Stock are referred to herein as “Time-Vested Shares” and (ii) 187,500 shares of such Common Stock are referred to herein as “Annual-Vested Shares.”

(b) The Common Stock acquired by the Purchaser pursuant to Section 1(a) above is referred to herein as the “ Restricted Stock. ”

(c) Within 30 days after the Effective Date, Purchaser made an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder.

(d) In connection with the purchase and sale of the Restricted Stock hereunder, Purchaser represented, warranted and covenanted and hereby represents, warrants and covenants to the Parent and the Company that:

(i) The Restricted Stock acquired by Purchaser pursuant to the Original Agreement was acquired for Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Restricted Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(ii) Purchaser is either an accredited investor (as defined in the rules under the Securities Act), an executive officer of the Company or is an employee of the Company, and is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Restricted Stock.

(iii) Purchaser is able to bear the economic risk of his (or her) investment in the Restricted Stock for an indefinite period of time because the Restricted Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(iv) Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Restricted Stock and has had full access to such other information concerning the Parent as he has requested and has had the opportunity to consult with his (or her) own independent counsel regarding his (or her) investment in Restricted Stock.

(v) This Agreement and each of the other agreements contemplated hereby constitute the legal, valid and binding obligation of Purchaser, enforceable in accordance with their respective terms, and the execution, delivery and performance of this Agreement and such other agreements by Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Purchaser is a party or any statute, rule, judgment, order or decree to which Purchaser is subject.

(vi) Purchaser is a resident of Georgia.

(e) As an inducement to the Parent to issue the Restricted Stock to Purchaser, and as a condition thereto, Purchaser acknowledged and agreed and hereby acknowledges and agrees that neither the issuance of the Restricted Stock to Purchaser nor any provision contained herein shall entitle Purchaser to remain in the employment of the Parent and its Subsidiaries or affect the right of the Company to terminate Purchaser’s employment at any time for any reason.

(a) Time-Vested Shares and Annual-Vested Shares are subject to vesting as further described in this Section 2 based upon Purchaser’s continued employment with the Company.

(b) Except as otherwise provided in Section 2(d) below, the Time-Vested Shares will continue to become vested in accordance with the following schedule, if as of each such date Purchaser remains continuously employed by Parent or any of its Subsidiaries: (i) 25% of the Time-Vested Shares became vested on September 7, 2015 and (ii) the remaining Time-Vested Shares have or will become vested in equal installments on a monthly basis over the 36-month period following September 7, 2015.

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(c) Except as otherwise provided in Section 2(d) below, the Annual-Vested Shares will become vested in accordance with the following schedule if as of each such date Executive remains continuously employed by the Parent or any of its Subsidiaries:

(i) twenty-five percent (25%) of the Annual-Vested Shares became vested on January 15, 2016 (the “ First Annual Vest Date ”);

(ii) an additional twenty-five percent (25%) of the Annual-Vested Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and

(iii) any remaining Annual-Vested Shares will become vested on the third anniversary of the First Annual Vest Date.

(d) In the event both (i) a Sale Event occurs and (ii) Purchaser’s continuous status as a Service Provider is terminated either (A) by the Company or the acquiring entity without Cause or (B) by Purchaser for Good Reason, in either case, within the twelve month period immediately following such Sale Event, then 100% of the Unvested Restricted Stock shall become vested as of the termination of Purchaser’s status as a Service Provider; provided, however, that if Purchaser’s continuous status as a Service Provider ceases prior to any Sale Event, then no Unvested Restricted Stock shall vest in accordance with this Section 2(d).

(e) All shares of Restricted Stock which have become vested in accordance with this Section 2 are referred to herein as “ Vested Shares ,” and all other shares of Restricted Stock are referred to herein as “ Unvested Shares .”

(f) Notwithstanding the vesting provisions of this Section 2 , this Agreement shall not result in fewer Shares being Vested Shares hereunder on the Amendment Effective Date than the number of Shares that were Vested Shares under the Original Agreement as of immediately prior to the Amendment Effective Date and Shares that have become Vested Shares as of the date of this Agreement shall remain Vested Shares under this Agreement.

(a) In the event Purchaser ceases to be employed by the Company and its Subsidiaries for any reason (a “ Termination ”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “ Repurchase Option ”).

(b) The purchase price for each Unvested Share will be Purchaser’s Original Cost for such share.

(c) The board of directors of the Parent (the “ Board ”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “ Repurchase Notice ”) to the Purchaser within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates.

(d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Restricted Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts

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outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Purchaser to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.

(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

(a) The Unvested Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until they become Vested Shares as described in Section 2 of this Agreement. The Unvested Shares are also restricted in the sense that they may be subject to the Repurchase Option.

(b) The certificates representing the Restricted Stock will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CERTAIN AMENDED AND RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND A PURCHASER OF THE COMPANY DATED AS OF NOVEMBER 5, 2017. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

PROVISIONS RELATING TO CONFIDENTIALITY, NON-SOLICITATION AND TAX-RELATED COVENANTS

5. Affirmation of Continuing Covenants . Employee expressly acknowledges that Employee’s obligations pursuant to that certain Employment, Proprietary Information, and Inventions Assignment Agreement (the “ EPIIAA ”) entered into by and between Employee and the Company dated May 21, 2014 continue to be in full force and effect and covenants and agrees to abide by the terms set forth therein.

(a) Noncompetition . In further consideration of the opportunity to purchase the Restricted Stock hereunder, Purchaser acknowledges that during the course of his (or her) employment with the Company and its Affiliates (including, without limitation, any predecessors thereof) he has become familiar with, and during the course of his (or her) employment with the Company and its Subsidiaries he will become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. Purchaser acknowledges that his (or her) services shall be of special, unique and extraordinary value to the Company and its Subsidiaries and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depend substantially on the skills and expertise of the Purchaser. Therefore, and in further consideration of the opportunity to purchase the Restricted Stock hereunder, Purchaser agrees that, during the Purchaser’s period of employment with the Company or any of its Subsidiaries and for 12 months thereafter, he shall not directly or indirectly engage or become interested in (whether as an owner, partner, director, officer, employee, consultant, stockholder or otherwise) any business that provides, offers or is

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otherwise directly or indirectly engaged in providing or offering (including through acquiring companies which provide or offer) products or services anywhere in the world that are competitive with the Business. For purposes of this Agreement, “Business” shall mean the business of providing on-premises and hosted (i.e., SaaS-based) identity and access management solutions to enterprise and government customers, including data and risk management, compliance and provisioning solutions and services.

(b) Nonsolicitation . In addition, during the Purchaser’s period of employment with the Company or any of its Subsidiaries and for 12 months thereafter, Purchaser shall not (and shall cause all of his (or her) Affiliates not to) directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Parent or any of its Subsidiaries (including the Company) to leave the employ of the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between the Parent or any of its Subsidiaries (including the Company) and any employee thereof, (ii) hire (in any capacity) any person who was an employee of the Parent or any of its Subsidiaries (including the Company) at any time during the one (1) year period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 7(b) that any such hiring within such one (1) year period is in violation of Section 7(a) above), (iii) for so long as Purchaser has any obligations under Section 7(a) above, call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Parent or any of its Subsidiaries (including the Company) in order to induce or attempt to induce such Person to cease doing business with the Parent or any of its Subsidiaries (including the Company), or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Parent or any of its Subsidiaries (including the Company), including making any negative statements or communications about TB, the Parent or any of its Subsidiaries (including the Company) or (iv) initiate or engage in any discussions regarding an acquisition of, or Purchaser’s employment (whether as an employee, an independent contractor or otherwise) by, any businesses with which the Parent or any of its Subsidiaries (including the Company) has entertained discussions or has requested and received information relating to the acquisition of such business by the Parent or any of its Subsidiaries (including the Company) prior to the termination of the Purchaser’s employment with the Company.

(c) Enforcement . If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Purchaser’s services are unique and because Purchaser has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and without proving damages).

7. Withholding . The Parent or the Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“ Taxes ”) as may be required to be withheld pursuant to any applicable law or regulation. Purchaser shall pay to the Parent or the Company or make arrangements satisfactory to the Parent to pay the amount of all applicable Taxes that the Parent or the Company is required to withhold at any time. If Purchaser shall fail to make such payment, the Parent or the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Purchaser any Taxes of any kind required by law to be withheld with respect to the Restricted Stock. Purchaser acknowledges that it is Purchaser’s sole responsibility, and not the Parent’s or the Company’s, to file timely and properly the election under Section 83(b) of the Internal Revenue Code and any corresponding

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provisions of state tax laws. In the event that the Parent or the Company fails to withhold any Taxes required to be withheld by applicable law or regulation, Purchaser shall indemnify the Parent and its Subsidiaries (including the Company) for any amounts paid by the Parent or the Company with respect to any such Taxes but only to the extent Purchaser has not already paid such Taxes; provided , however , that Purchaser shall not be required to indemnify the Parent or the Company for any interest, penalties and related expenses thereto.

GENERAL PROVISIONS

“ Affiliate ” means, as to any Person, any other Person, which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Cause” means a vote of the Board resolving that Purchaser should be dismissed as a result of (i) Purchaser’s conviction of a felony (ii) Purchaser engaging in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or embezzlement, illegality or unlawful harassment which, as determined by the Board in good faith and in light of all available facts, would: (A) materially adversely affect the business or the reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom the Company does or might do business; or (B) expose the Company to a risk of material civil or criminal legal damages, liabilities or penalties; (iii) the repeated willful failure by Purchaser to follow the reasonable directives of the Board in connection with the business affairs of the Company, or (iv) any material breach by Purchaser of this Agreement or material violation of the Company’s policies or (v) willful and deliberate non-performance of duty by Purchaser in connection with the business affairs of the Company, provided, however, in the event of termination based on (iii), (iv) or (v), Purchaser will have a period of thirty (30) days after written notice to Purchaser from the Company to cure the circumstance, if curable.

“ Certificate of Incorporation ” means the Company’s Certificate of Incorporation, as amended thereafter from time to time.

“ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium that relates to the Company or its Subsidiaries or their business relations and their respective business activities. Confidential Information includes, but is not limited to, the following: (i) internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) information concerning third party businesses received by the Company under appropriate confidentiality restrictions in connection with prospective acquisitions or strategic combinations, (iii) identities and individual requirements of, and specific contractual arrangements with, the Company’s and its Subsidiaries’ joint venture partners, vendors or customers and other business relations and their confidential information; (iv) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (v) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable), (vi) intellectual property rights, and (vii) financial information.

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“ Good Reason ” shall be defined as in Purchaser’s then-current employment agreement with the Company or, if no such agreement is in place, it means Purchaser’s resignation within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following, without Purchaser’s express written consent: (i) a material reduction of Purchaser’s duties, authority or responsibilities; provided, however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute “Good Reason”; (ii) a material reduction in Purchaser’s base salary; or (iii) for purposes of a post-Sale of Company termination only, a material change in the geographic location of Purchaser’s primary work facility or location. Purchaser will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice.

“ Original Cost ” means with respect to each share of Common Stock purchased by the Purchaser hereunder, the price per share of Common Stock as set forth in Section 1(a) hereof (as proportionately adjusted for all subsequent share or stock splits, stock dividends, reorganizations and other recapitalizations).

“ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Public Sale ” means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

“ Sale Event ” means and includes any of the following: (a) consummation of a merger or consolidation of the Parent with or into any other corporation or other entity in which holders of the Parent’s voting securities immediately prior to such merger or consolidation will not, directly or indirectly, continue to hold at least a majority of the outstanding voting securities of the Parent; (b) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Parent’s and its Subsidiaries’ assets on a consolidated basis to an unrelated person or entity; (c) the acquisition by any person or any group of persons, acting together in any transaction or related series of transactions, of such quantity of the Parent’s voting securities as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or related series of transactions, 50 percent or more of the combined voting power of the voting securities of the Parent other than as a result of (i) an acquisition of securities directly from the Parent or (ii) an acquisition of securities by the Parent which, by reducing the voting securities outstanding, increases the proportionate voting power represented by the voting securities owned by any such person or group of persons to 50 percent or more of the combined voting power of such voting securities; or (d) the liquidation or dissolution of the Parent.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Service Provider ” means an employee, consultant, advisor, officer or director of the Company and/or any parent or subsidiary of the Company.

“ Subsidiary ” means any corporation of which the Company or the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

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“ Transfer ” means to directly or indirectly sell, transfer, assign, pledge or otherwise dispose of or grant any direct or indirect interest in (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) the applicable property.

All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) one day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon machine-generated acknowledgement of receipt after transmittal by facsimile, (iv) upon a confirmation of receipt by return email from the recipient after being sent by email, or (v) five days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and the Purchaser at the address set forth below.

Notices to Purchaser :

Addressed to the most recent address of the Purchaser on the Company’s records.

Notices to the Company :

SailPoint Technologies, Inc.

11305 Four Points Drive, Building 2, Suite 100

Austin, Texas 78726

Attention: General Counsel

E-mail: legal@sailpoint.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

10. Expenses . Each party shall bear its or his (or her) expenses, including legal fees, arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

(a) Transfers in Violation of Agreement . Any Transfer or attempted Transfer of any Unvested Shares in violation of any provision of this Agreement or the Stockholders Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Unvested Shares as the owner of such shares for any purpose.

(b) Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Complete Agreement . This Agreement, the EPIIAA, the Certificate of Incorporation and those other documents expressly referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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(d) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile and by scanned pdf image.

(e) Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Purchaser, the Company, and their respective successors and assigns; provided, however, except as otherwise provided herein, the rights and obligations of Purchaser under this Agreement shall not be assignable.

(f) Choice of Law . All issues and questions concerning the relative rights of the Company and its Stockholders and all other issues and questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

(g) JURISDICTION AND VENUE . THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS SITTING IN TEXAS AND HEREBY AGREE THAT THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE ENFORCEABLE EXCLUSIVELY IN SUCH COURTS. EACH PARTY AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD IN SUCH COURT. EACH PARTY ALSO AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OR OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.

(h) WAIVER OF JURY TRIAL . THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(i) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(j) Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, TB and Purchaser.

(k) Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

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(l) Termination . Except as otherwise provided herein, this Agreement shall survive the Termination of Purchaser’s employment with the Company and shall remain in full force and effect after such Termination.

(m) No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(n) Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

* * * * * * *

[This Space Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Restricted Stock Agreement as of the date first written above.

S IGNATURE P AGE

TO

A MENDED AND R ESTATED R ESTRICTED S TOCK A GREEMENT

This Amended and Restated Early Exercise Incentive Stock Option Agreement (this “Agreement”) is made by and between the Optionee and SailPoint Technologies Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), effective as of the Amendment Date and pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan, as amended and restated (the “Plan”). This Agreement amends and restates that certain Incentive Stock Option Agreement by and between the Optionee and the Company entered into pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan, (the “Original Agreement”) whereby the Company granted to the Optionee, who was an employee of the Company or any of its Subsidiaries as of the Grant Date, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated above of which (i) 20,000 shares of such Common Stock are referred to herein as “Time-Vested Option Shares” and (ii) 20,000 shares of such Common Stock are referred to herein as “Annual-Vested Option Shares” (together, the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. Notwithstanding the vesting provisions hereunder, any Option Shares that were previously designated as “Performance-Vested Option Shares” under the Original Agreement and that have become vested as of the Amendment Date shall remain vested under this Agreement. This Agreement is being entered into in anticipation of the Company’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “Amendment Effective Date”), and the Original Agreement shall remain in full force and effect until the Amendment Effective Date. In the event that the closing of the Company’s initial public offering of common stock does not occur for any reason prior to October 1, 2018, this Agreement shall be null and

void and the Original Agreement will remain in full force and effect pursuant to its original terms. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option.

1. Definitions . For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan.

“ Affiliate ” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Board ” shall mean the Board of Directors of the Company.

“ Cause ” means with respect to Optionee’s termination of employment (a) “cause” as defined in any employment agreement or consulting agreement between Optionee and the Company or any of its Subsidiaries, or, if Optionee is not a party to an employment agreement or consulting agreement in which “cause” is defined, then (b) (i) the conviction, or plea of nolo contendere to a felony or other crime involving moral turpitude, the misappropriation of funds or other material property of the Company or any of its Subsidiaries, the attempt to willfully obtain any personal profit from any transaction in which the Company or any of its Subsidiaries has an interest which is adverse to the interests of the Company or any of its Subsidiaries or any other act of fraud or embezzlement against the Company, any of its Subsidiaries or any of its customers or suppliers, (ii) reporting to work under the influence of alcohol or drugs or repeatedly using alcohol or illegal drugs or abusing legal drugs, whether or not at the workplace, in such a fashion as could reasonably be expected to cause the Company or any of its Subsidiaries material harm, (iii) substantial and repeated failure to perform duties as reasonably directed by the Company in writing, (iv) any intentional act or intentional omission aiding or abetting a competitor, supplier or customer of the Company or any of its Subsidiaries to the material disadvantage or detriment of the Company and its Subsidiaries, or (v) any breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries which (if capable of cure) is not cured to the Company’s reasonable satisfaction within ten (10) days after written notice thereof to the Participant.

“ Committee ” shall mean the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more directors as appointed from time to time to serve by the Board (or such lesser or greater number of directors as shall constitute the minimum number permitted by applicable laws to establish a committee of the Board).

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“ Fair Market Value ” of each share of the Common Stock means the fair value of such Common Stock determined in good faith by the Committee, or, in the absence of the Committee, by the Board.

“ Initial Public Offering ” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the capital stock of the Company shall be publicly held.

“ Investors ” means together, Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P. and Thoma Bravo Executive Fund XI, L.P.

“ Person ” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“ Sale Event ” means any transaction or series of transactions pursuant to which any person(s) or entity(ies) other than the Investors and their Affiliates in the aggregate acquire(s) (i) capital stock of the Company possessing over 50% of the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) or the power to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) over 50% of the Company’s assets determined on a consolidated basis. In no event will a public offering under the Securities Act be considered a Change of Control.

“ Service Relationship ” shall mean any relationship as an employee, part-time employee, director or other key person (including consultants) of the Company or any Subsidiary or any successor entity such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee’s status changes from full-time employee to part-time employee or consultant.

“ Subsidiary ” means any corporation of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

(a) This Stock Option may be exercised prior to the Expiration Date, or such earlier date as provided herein and may be exercised prior to vesting. To the extent that the Optionee exercises any portion of this Option prior to vesting, the Optionee shall enter into a Restricted Stock Agreement (substantially in the form attached hereto as Appendix B, “Restricted Stock Agreement”) and any unvested shares shall be subject to repurchase for the lower of the Option Exercise Price or the then current Fair Market Value in the event the Optionee’s Service Relationship terminates prior to vesting.

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(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below:

(i) (A) twenty-five percent (25%) of the Time-Vested Option Shares became vested on April 29, 2017 and (B) the remaining Time-Vested Option Shares have or will become vested in equal installments on a monthly basis over the 36-month period following April 29, 2017.

(ii) The Annual-Vested Option Shares will become vested as follows:

(A) twenty-five percent (25%) of the Annual-Vested Option Shares became vested on January 15, 2017 (the “First Annual Vest Date”);

(B) an additional twenty-five percent (25%) of the Annual-Vested Option Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and

(C) any remaining Annual-Vested Option Shares will become vested on the third anniversary of the First Annual Vest Date.

(c) Notwithstanding anything herein to the contrary, in the event of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 8.2 of the Plan.

(d) Termination . Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate):

(i) Termination Due to Death or Disability . If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent vested on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or disability or until the Expiration Date, if earlier.

(ii) Other Termination . If the Optionee’s Service Relationship terminates for any reason other than death or disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent vested on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however , if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the employment shall terminate immediately and be null and void.

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(e) It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options.

(f) Notwithstanding the vesting provisions of this Section 2, this Agreement shall not result in fewer Option Shares being vested hereunder on the Amendment Effective Date than the number of Option Shares that were vested under the Original Agreement as of immediately prior to the Amendment Effective Date and Option Shares that have become vested as of the Amendment Date shall remain vested under this Agreement.

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares. Such notice shall specify the number of Option Shares to be purchased. The Optionee shall deliver a Restricted Stock Agreement for any Option Shares the Optionee exercises that are not vested, and such Restricted Stock Agreement shall include the same vesting schedule for such unvested Option Shares as set forth herein. Payment of the purchase price may be made by one or more of the methods described below, at your election, with the approval of the Company (payment instruments will be received subject to collection):

(i) In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;

(ii) by delivery to the Company of a number of shares of Stock having a Fair Market Value as of the date of exercise equal to the purchase price of such Option Shares; or

(iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Stock equal to the number of Option Shares to be purchased, less a number of shares with a Fair Market Value as of the date of exercise equal to the purchase price of such Option Shares.

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(b) Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this Agreement.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

4. Incorporation of Plan . Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

5. Transferability of Stock Option . This Agreement is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

(a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or a parent thereof, with such adjustment to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then vested.

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7. Withholding Taxes . The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account of such taxable event. Subject to approval by the Committee, the Optionee may elect to have up to the maximum rate (with respect to the Optionee) of tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Common Stock to be issued or transferred to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy up to the maximum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of Option Shares to the Optionee.

8. Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

9. Lockup Provision . The Optionee agrees, if requested by the Company and any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any securities of the Company (including, without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for (a) 180 days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s Initial Public Offering, or (b) 90 days following the effective date of the relevant registration statement in connection with any other public offering of capital stock of the Company, as the Company and such underwriter shall specify reasonably and in good faith. Notwithstanding the foregoing,

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if: (x) during the last 17 days of the foregoing 180-day period or 90-day period, as applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Optionee agrees, if requested by the underwriter engaged by the Company, to execute a separate letter reflecting the agreement set forth in this Section 9.

(a) Equitable Relief . The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b) Adjustments for Changes in Capital Structure . If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the Company’s stock, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Issued Shares.

(c) Change and Modifications . This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d) Governing Law . This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope hereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(e) Headings . The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f) Saving Clause . If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g) Notices . All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

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(h) Benefit and Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(i) Dispute Resolution . Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Austin, Texas.

The parties covenant and agree that the arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.

The parties covenant and agree that they will participate in the arbitration in good faith. This Section 10(i) applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding

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is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

(j) Counterparts . For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. Signed counterparts of this Agreement may be delivered by facsimile and by scanned pdf image.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the Amendment Date.

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the Amendment Date.

SPOUSE’S CONSENT

I acknowledge that I have read the

foregoing Amended and Restated Incentive Stock Option Agreement

and understand the contents thereof.

/s/ Donna Greenfield                            

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Appendix A

STOCK OPTION EXERCISE NOTICE

Pursuant to the terms of my stock option agreement dated                 (the “Agreement”) under the SailPoint Technologies Holdings, Inc. Amended and Restated 2015 Stock Option Plan, I, Howard Greenfield                 , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $                representing the purchase price for [Fill in number of Option Shares]                 option shares. I have chosen the following form(s) of payment:

[ ] 1. Cash

[ ] 2. Certified or bank check payable to SailPoint Technologies Holdings, Inc.

[ ] 3. Other (as described in the Agreement (please describe))

                                                                                                                                        .

In connection with my exercise of the option as set forth above, I hereby represent and warrant to SailPoint Technologies Holdings, Inc. as follows:

(i) I am purchasing the option shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii) I have had such an opportunity as I have deemed adequate to obtain from SailPoint Technologies Holdings, Inc. such information as is necessary to permit me to evaluate the merits and risks of my investment in SailPoint Technologies Holdings, Inc. and have consulted with my own advisers with respect to my investment in SailPoint Technologies Holdings, Inc.

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the option shares and to make an informed investment decision with respect to such purchase.

(iv) I can afford a complete loss of the value of the option shares and am able to bear the economic risk of holding such option shares for an indefinite period of time.

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(v) I understand that the option shares may not be registered under the Securities Act of 1933 (it being understood that the option shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing option shares will bear restrictive legends reflecting the foregoing.

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APPENDIX B

Restricted Stock Agreement

RESTRICTED STOCK AGREEMENT FOR EARLY EXERCISE OPTION

UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC.

AMENDED AND RESTATED 2015 STOCK OPTION PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Amended and Restated Early Exercise Incentive Stock Option Agreement (the “Option Agreement”) between SailPoint Technologies Holdings, Inc. (the “Company”) and Howard Greenfield (the “Grantee”) for 40,000 Shares of Common Stock with a Grant Date of April 29, 2016 under the SailPoint Technologies Holdings, Inc. Amended and Restated 2015 Stock Option Plan (the “Plan”).

The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $ [            ] in full payment for the Shares pursuant to the Option Agreement. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar changes affecting the capital stock of the Company, and any shares of capital stock of the Company received on or in respect of Shares in connection with any such event (including any shares of capital stock or any right, option or warrant to receive the same or any security convertible into or exchangeable for any such shares or received upon conversion of any such shares) shall be subject to this Agreement on the same basis and extent at the relevant time as the Shares in respect of which they were issued, and shall be deemed Shares as if and to the same extent they were issued at the date hereof.

“ Investors ” means together, Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P. and Thoma Bravo Executive Fund XI, L.P.

“ Person ” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“ Restricted Shares ” shall initially mean all of the Shares being purchased by the Grantee on the date hereof. As of the dates listed in the vesting schedule under the Option Agreement, the respective number of Option Shares that vest under the Option Agreement shall become Vested Shares if Grantee remains an employee on each such date.

“ Shares ” shall mean the number of shares of Common Stock being purchased by the Grantee on the date hereof and any additional shares of Common Stock or other securities received in respect of the Shares, as a dividend on, or otherwise on account of, the Shares.

“ Vested Shares ” shall mean all Shares which are not Restricted Shares.

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2. Purchase and Sale . On the date hereof, the Company hereby sells to the Grantee, and the Grantee hereby purchases from the Company, the number of Shares set forth above for the Per Share Purchase Price.

(a) Right of Repurchase . The Company or its assigns shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 3(b) below (the “Repurchase Event”) to repurchase from the Grantee (or any Permitted Transferee) some or all (as determined by the Company) of the Restricted Shares held by the Grantee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within six months following the date of such event (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Grantee written notice on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the Grantee an amount equal to the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Grantee shall promptly surrender to the Company any certificates representing the Shares being repurchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Grantee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Shares being purchased; provided , however , that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. The Repurchase Right with respect to Restricted Shares shall survive and remain in effect following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

(b) Company’s Right to Exercise Repurchase Right . The Company shall have the Repurchase Right in the event that the Grantee’s Service Relationship is terminated for any reason whatsoever, regardless of the circumstances thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily.

(c) Repurchase Price . The Repurchase Price for any Issued Shares being repurchased hereunder shall be, subject to adjustment as provided in the Plan the Per Share Purchase Price.

(d) The closing of the purchase of the Shares pursuant to the Repurchase Right shall take place on the date designated by the Company in the Repurchase Notice, which date shall be not more than 30 days but not less than five days after the delivery of such notice. The Company will pay for the Shares to be purchased by it pursuant to the Repurchase Right by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Company or for travel and expense advances owed by the Grantee to the Company; upon full repayment of such bona fide debts, the Company will make payment by (i) a check or wire

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transfer of funds in the aggregate amount of the remaining purchase price for such Shares or (ii) in the event that the Board determines that a cash payment would breach, violate or constitute a default under any statute, regulation, contract or agreement to which the Company is a party or is subject or would otherwise be materially injurious to the Company, then by delivery of a subordinated note in the aggregate amount of the remaining purchase price for such Shares payable in equal annual installments on the first, second and third anniversaries of the closing of the purchase of the Shares and accruing interest at the applicable federal rate (which shall be payable upon payment of the principal amount of such note, which note shall be prepayable in full or in part at any time without penalty or premium). The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers signatures be guaranteed.

(e) The repurchase of the Shares by the Company shall be subject to the applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the purchase of the Shares which the Company is otherwise entitled to make, the Company may, notwithstanding anything in this Agreement to the contrary, delay any such purchases until such time as it is permitted to do so under the restrictions.

(a) Restrictions on Transfer; Repurchase . The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 1 of this Agreement. The Restricted Shares are also restricted in the sense that they may be subject to repurchase by the Company as described in Section 3 of this Agreement.

(b) Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is at the time of issuance in effect with respect to the Shares issued or (b) in the opinion of legal counsel to the Company, the Shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares subject to this Agreement will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance.

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5. Legend . Any certificate(s) representing the Shares shall carry substantially the following legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING REPURCHASE AND RESTRICTIONS AGAINST TRANSFERS) CONTAINED IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED                 , 20        BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE (A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE COMPANY FOR EXAMINATION).

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION.

(a) Escrow . In order to carry out the provisions of Sections 3 and 4 of this Agreement more effectively, the Company shall hold the Shares in escrow together with separate stock powers executed by the Grantee in blank for transfer as an additional condition to any transfer of Shares, execute a like stock power as to such Shares. The Company shall not dispose of the Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the Grantee, as the Grantee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms hereof. At such time as any Shares are no longer subject to the Company’s repurchase rights and the transfer restrictions, the Company shall, at the written request of the Grantee, deliver to the Grantee a certificate representing such Shares with the balance of the Shares (if any) to be held in escrow pursuant to this Section 6.

(b) Remedy . Without limitation of any other provision of this Agreement or other rights, in the event that the Grantee or any other person or entity is required to sell the Grantee’s Shares pursuant to the provisions of Sections 3 and 4 of this Agreement and in the further event that he or she refuses or for any reason fails to deliver to the designated purchaser of such Shares the certificate or certificates evidencing such Shares together with a related stock power, such designated purchaser may deposit the applicable purchase price for such Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Grantee or other person or entity, to be held by such

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bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Grantee as provided above. Upon any such deposit and/or offset by the designated purchaser of such amount and upon notice to the person or entity who was required to sell the Shares to be sold pursuant to the provisions of Sections 3 and 4, such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner.

7. Withholding Taxes . The Grantee acknowledges and agrees that the Company or any of its Subsidiaries have the right to deduct from payments of any kind otherwise due to the Grantee, or from the Shares held pursuant to Section 6 hereof, up to the maximum rate (with respect to the Grantee) of federal, state or local taxes of any kind. In furtherance of the foregoing the Grantee agrees to elect, in accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended, to recognize ordinary income in the year of acquisition of the Shares, and to pay to the Company all withholding taxes shown as due on his or her Section 83(b) election form, or otherwise ultimately determined to be due with respect to such election, based on the excess, if any, of the fair market value of such Shares as of the date of the purchase of such Shares by the Grantee over the purchase price for such Shares. The Grantee represents that he has received tax advice from his own personal tax advisor on the consequences of the purchase of the Shares. The Grantee understands the tax consequences of filing (or not filing) a Section 83(b) election and agrees that any filing of a Section 83(b) election is solely the Grantee’s responsibility.

8. Assignment . At the discretion of the Board, the Company shall have the right to assign the right to exercise its rights with respect to the Repurchase Right or pursuant to Section 3 to any Person or Persons, in whole or in part in any particular instance, upon the same terms and conditions applicable to the exercise thereof by the Company, and such assignee or assignees of the Company shall then take and hold any Shares so acquired subject to such terms as may be specified by the Company in connection with any such assignment.

(a) Lockup provision . The Grantee agrees, if requested by the Company and any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any securities of the Company (including, without limitation pursuant to Rule 144 under the Securities Act) held by him or her for (a) 180 days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s Initial Public Offering, or (b) 90 days following the effective date of the relevant registration statement in connection with any other public offering of Common Stock, as the Company and such underwriter shall specify reasonably and in good faith. Notwithstanding the foregoing, if: (x) during the last 17 days of the foregoing 180-day period or 90-day period, as applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the

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expiration of any 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Grantee agrees, if requested by the underwriter engaged by the Company, to execute a separate letter reflecting the agreement set forth in this Section 9(a).

(b) Record Owner; Dividends . The Grantee, during the duration of this Agreement, shall be considered the record owner of and shall be entitled to vote the Shares if and to the extent the Shares are entitled to voting rights. The Grantee shall be entitled to receive all dividends and any other distributions declared on the Shares; provided , however , that the Company is under no duty to declare any such dividends or to make any such distribution.

(c) Equitable Relief . The parties hereto agree and declare that legal remedies are inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(d) Change and Modifications . This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee.

(e) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(f) Headings . The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(g) Saving Clause . If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(h) Notices . All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. Notices to any holder of the Shares other than the Grantee shall be addressed to the address furnished by such holder to the Company.

(i) Benefit and Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. Without limitation of the foregoing, upon any stock-for-stock merger in which the Company is not the surviving entity, shares of the Company’s successor issued in respect of the Shares shall remain subject to vesting and, if such successor does not have any class of equity securities registered pursuant to Sections 12 or 15 of the Securities Exchange Act of 1934, subject to the Repurchase Right, restrictions on transfer, and the lock-up provision. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

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(j) Dispute Resolution . Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Austin, Texas.

The parties covenant and agree that the arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.

The parties covenant and agree that they will participate in the arbitration in good faith. This Section 9(j) applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its, his or her submission to

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jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

(k) Counterparts . For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this Restricted Stock Agreement as of the date first above written.

SPOUSE’S CONSENT

I acknowledge that I have read the

foregoing Restricted Stock Agreement

and understand the contents thereof.

Section 83(b) Election

The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares.

Taxpayer’s Name:                                                                                                                                                                     

Taxpayer’s Social Security Number:                                                                                                                                         

Address:                                                                                                                                                                                      

Taxable Year: Calendar Year 20__

The Shares will be subject to restrictions on transfer and risk of forfeiture upon termination of service relationship and in certain other events.

The undersigned taxpayer will file this election with the Internal Revenue Service Office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election will also be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing services in connection with which the property was transferred.

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