RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended Performance Share Unit Agreement (Fiscal Year 2010) Cover Sheet

Exhibit 99.2

RED HAT, INC.

Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended

Performance Share Unit Agreement (Fiscal Year 2010)

Cover Sheet

This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Performance Share Unit Award (the “Award”) of the target number of performance share units listed below (“Target Performance Share Units”) up to the maximum number of performance share units listed below (“Maximum Performance Share Units”) for the Performance Period listed below (the “Performance Period”). Each unit ultimately earned (a “Performance Share Unit”) represents the right to receive one share of the Company’s common stock, $.0001 par value per share (“Common Stock”), or the value of such Share. This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended, (the “Plan”) and in this Agreement, consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.

By accepting this Award, the Participant hereby (i) acknowledges that a copy of the Plan and a copy of the Plan prospectus have been delivered to the Participant and additional copies thereof are available upon request from the Company’s Equity Compensation Department and can also be accessed electronically, (ii) acknowledges receipt of a copy of this Cover Sheet, and Exhibit A and Appendix A thereto (collectively, the “Agreement”) and accepts the Award subject to all the terms and conditions of the Plan and the Agreement; (iii) represents that the Participant has read and understands the Plan, the Plan prospectus and the Agreement, and (iv) acknowledges that there are tax consequences related to the Award and that the Participant should consult a tax advisor to determine his or her actual tax consequences. The Participant must accept this Award electronically, within thirty (30) days following notification of the grant, pursuant to the online acceptance procedure established by the Company; otherwise, the Company may, in its sole discretion, rescind the Award in its entirety.

EXHIBIT A

RED HAT, INC.

Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended

Performance Share Unit Agreement

Terms and Conditions

1. Grant of Performance Share Units .

The Award is granted pursuant to and is subject to and governed by the Plan and the terms of this Agreement. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the same meaning as in the Plan. The shares of Common Stock that are issuable after the Performance Share Units have been earned are referred to in this Agreement as “Shares”. The Performance Share Units shall be granted to the Participant without payment of consideration (other than continuing services).

The overall Performance Period consists of three separate performance segments corresponding to the three fiscal years of the Company that end with the end of the Performance Period. The Performance Share Units earned during each of the segments are intended to qualify as performance based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) and this Agreement shall be administered and construed by the Committee in accordance with such intention.

2. Range of Earned Performance Share Units .

Depending on the Company’s financial performance as provided in Section 3, the Participant may earn up to the Number of Maximum Performance Share Units (between zero and 200% of the Target Performance Share Units). The number of Performance Share Units earned will be determined based on a comparison of the Company’s performance during each of its fiscal years ending during the Performance Period with respect to the performance goals set forth in Section 3 to the performance of the peer group companies (the “Peer Group”) designated in Section 3 during that Performance Period with respect to the same performance goals, all as further described herein.

3. Determination of Earned Performance Share Units .

(a) Performance Goals . The performance goals are Percentage Revenue Growth and Percentage Operating Income Growth. For purposes of this Agreement:

(i) “Average Closing Price” means the average closing price of the Company’s common stock on the U.S. national exchange on which such stock principally trades for the 20 trading days ending on the last day of the Company’s fiscal year (for purposes of this determination, the Average Closing Price shall be rounded to three decimal points), taking into account any adjustment under Section 12.2 of the Plan.

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(ii) “Base Fiscal Year” for each member (“Peer”) of the Peer Group and for the Company (each, an “Entity”) means its full fiscal year that ends immediately before the beginning of the Performance Period;

(iii) “Operating Income” means operating income, excluding unusual or non-recurring items and the cumulative effect of changes in applicable tax and accounting rules only (A) if and to the extent any such item is separately disclosed in the applicable Entity’s consolidated income statement and attendant footnotes and (B) in a manner consistent with Section 162(m) of the Code, except as otherwise determined by the Committee;

(iv) “Measuring Year” means, for each Entity, its full fiscal year that ends with or immediately precedes the end of the respective Company fiscal year for which performance goals are being measured within the Performance Period;

(v) “Percentage Operating Income Growth” for each Entity is determined by dividing (A) the difference between (x) Operating Income for such Entity’s Measuring Year, and (y) Operating Income for such Entity’s Base Fiscal Year, by (B) the amount in clause (y);

(vi) “Percentage Revenue Growth” for each Entity is determined by dividing (A) the difference between (x) Revenue for such Entity’s Measuring Year and (y) Revenue for such Entity’s Base Fiscal Year by (B) the amount in clause (y); and

(vii) “Revenue” means gross revenue as such item is disclosed in the applicable Entity’s consolidated income statement and attendant footnotes.

The elements of each performance goal shall be as identified in the financial statements, notes to the financial statements, management’s discussions and analysis, or other filings of the applicable Entity with the Securities and Exchange Commission.

(b) Peer Group . The Peer Group consists of each of Akamai Technologies, Autodesk, BMC Software, Cadence Design Systems, Citrix Systems, Compuware, Jack Henry & Associates, McAfee, Micros Systems, Novell, Progress Software, Real Networks, Sybase, Tibco Software, Verisign, VMWare, and Wind River Systems. If any Peer ceases to be a public company during any Measuring Year (whether by acquisition, merger, consolidation, liquidation or otherwise), such Member shall be treated as if it were not a Peer for such Measuring Year and all remaining Measuring Years in the Performance Period. If any Peer fails to file its annual audited financial statements with the Securities and Exchange Commission by April 16 following the end of any Measuring Year, it shall be treated as if it was not a Peer for such Measuring Year.

(c) Earned Performance Share Units .

(i) Determining Company Performance . Following the end of each Company Measuring Year in the Performance Period, the Company’s performance with respect to each of the Performance Goals shall be compared to that of the Peer Group. The Company’s percentile rank with respect to each Performance Goal shall be equal to the result of dividing (a) by (b), where (a) is the number corresponding to the Company’s numerical rank in the group consisting of the Company and the Peer Group and listed in descending order of Percentage Revenue Growth or Percentage Operating Income Growth, whichever is being measured for such

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Measuring Year (e.g., if the Company ranks seventh with respect to the Performance Goal for a Measuring Year then the number for this purpose would be 7), and (b) is the number equal to the number of companies in the Peer Group for such Measuring Year plus one (e.g., if there are 16 companies in the Peer Group for a Measuring Year then the number for this purpose would be 17). The percentile rank for each Performance Goal shall then be averaged, taking each into account equally (resulting in the “Average Percentile Rank”).

(ii) Maximum Performance Share Units Earned . Up to twenty-five percent (25%) of the Maximum Performance Share Units may be earned in respect of the first Measuring Year in the Performance Period; up to fifty percent (50%) of the Maximum Performance Share Units may be earned in respect of the second Measuring Year in the Performance Period (less amount earned in the first Measuring Year); and up to one hundred percent (100%) of the Maximum Performance Share Units may be earned in respect of the third Measuring Year in the Performance Period (less amounts earned in the first and second Measuring Years).

(iii) Determining Performance Share Units Earned . The number of earned Performance Share Units shall be calculated by multiplying (a) times (b), and that product times (c), and that product less (d), where (a) is the payout percentage as determined under the following table based on the Company’s Average Percentile Rank for such Measuring Year, (b) is the maximum percentage of the Maximum Performance Share Units that may be earned as determined pursuant to Subparagraph 3(c)(ii) for the Measuring Year in question, (c) is the Number of Target Performance Share Units, and (d) is the number of Performance Share Units earned in prior Measuring Years. The number of Shares distributed will equal the number of Performance Share Units earned under this provision.

For purposes of this determination, the Average Percentile Rank for each Measuring Year shall be rounded to three decimal points. If the Average Percentile Rank is between two stated percentages above, the Payout Percentage will be prorated accordingly.

4. Cessation of Business Relationship .

(a) Continuous Service Relationship . If the Participant’s continuous service to the Company or one of its Affiliates as an Employee or Director (a “Business Relationship”) ceases for any reason

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prior to the end of the Performance Period, the Performance Share Units that were not earned as of the date of such cessation of service will be forfeited, except as provided in this Section. The Participant’s Business Relationship shall be deemed to have ceased on the last day of active service to the Company or an Affiliate and shall not be extended by any notice of termination period. For purposes hereof, a Business Relationship may not be considered as having ceased during any leave of absence, at the discretion of the Committee, if such leave of absence has been approved in writing by the Company. Any change in the type of Business Relationship the Participant has within or among the Company and its Affiliates shall not result in the forfeiture of the Performance Share Units so long as the Participant continuously maintains a Business Relationship.

(b) Death or Disability . In the event the Participant’s Business Relationship ceases by reason of death or Disability, the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) shall be entitled to payment of a pro rata portion of the earned Performance Share Units for the fiscal year in the Performance Period in which the Business Relationship ceased, based on the number of days elapsed in such fiscal year prior to the cessation of the Business Relationship and the Company’s Average Percentile Rank for such fiscal year.

(c) Cessation without Good Cause . In the event the Participant’s Business Relationship ceases by reason of the Company’s termination of the Participant without Good Cause (as defined in Appendix A ), the Participant shall be entitled to payment of a pro rata portion of the earned Performance Share Units for the fiscal year in the Performance Period in which the Business Relationship ceased, based on the number of days elapsed in such fiscal year prior to the cessation of the Business Relationship and the Company’s Average Percentile Rank for such fiscal year.

(d) Definitions . For purposes of this Section:

(i) “Beneficiary” shall mean the last person or persons designated by the Participant as his or her beneficiary in writing prior to the Participant’s death. If no such person survives the Participant, the Beneficiary shall be the Participant’s estate.

(ii) “Disability” shall mean that as a result of accidental bodily injury, sickness, mental illness, substance abuse or pregnancy, the Participant is expected for a period of twenty-four (24) months thereafter (i) to be prevented from performing one or more of the essentials duties of the Participant’s occupation, (ii) to have monthly earnings of less than eighty percent (80%) of the Participant’s pre-Disability earnings, and (iii) to be under the regular care of a physician. For purposes of this Agreement a duty is essential if it is substantial, not incidental, is fundamental or inherent to the Participant’s occupation and cannot be reasonably omitted or changed; to be at work for the number of hours in the Participant’s regularly scheduled work week is also an essential duty. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate and the Committee’s determination as to whether the Participant has incurred a Disability shall be final and binding on all parties concerned.

5. Payment .

(a) Within 60 days following the Committee’s certification in writing of the Performance Share Units earned, but in no event later than the 15 ^th day of the third month of the year following the

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later of the calendar year or the Company’s taxable year, in each case, with respect to which the Performance Share Units were earned, the Company shall distribute to the Participant (or to the Participant’s Beneficiary in the event of death) the Shares represented by Performance Share Units (or Restricted Stock as defined in Appendix A ) that were earned (or vested in the case of Restricted Stock), reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; provided, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as “nonqualified deferred compensation” within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any earned Performance Share Units (or vested Restricted Stock) shall be made in whole Shares. Earned Performance Share Units (or vested Restricted Stock) shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution.

(b) The Company shall not be obligated to issue Shares to the Participant upon the earning of any Performance Share Units (or vesting of any Restricted Stock or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed.

(c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent s