Exhibit 10.21
24SECOND AMENDMENT
TO
GUIDANCE SOFTWARE,
INC.
FIRST AMENDED AND RESTATED 2004
INCENTIVE AWARD PLAN
THIS SECOND AMENDMENT TO GUIDANCE
SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 INCENTIVE AWARD PLAN
(this “ Second Amendment ”), is made and adopted
by Guidance Software, Inc., a Delaware corporation (the “
Company ”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them
in the Plan (as defined below).
WHEREAS, the Company maintains the
Guidance Software, Inc. First Amended and Restated 2004 Incentive
Award Plan, as amended (the “ Plan
”);
WHEREAS, pursuant to Section 17
of the Plan, the Plan may be amended from time to time by the
Company’s Board of Directors (the “ Board
”); and
WHEREAS, on February 13, 2009,
the Board unanimously approved an amendment to the Plan with
respect to the vesting schedule of annual awards to be granted to
Independent Directors.
NOW, THEREFORE, effective as of
February 13, 2009, the Plan is hereby amended as follows to
reflect such Board approval:
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1.
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The following
sentence is hereby added to the end of Section 14(e)(i) of the
Plan:
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“Each award of
