AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
This Amended and Restated Severance and Change of Control Agreement (the “Agreement”) is made and entered into by
and between Douglas P. Solomon (“Executive”) and NetSuite Inc. (the “Company”), effective as of December 24, 2008 (the
1. It is possible that the Company could terminate Executive’s employment with the Company and it is expected that the
Company from time to time will consider the possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Executive and can
cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of
the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive,
notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change of
Control (as defined herein) of the Company.
2. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an
incentive to continue his employment and to motivate Executive to maximize the value of the Company for the benefit of its
3. The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive’s
termination of employment and with certain additional benefits upon a Change of Control. These benefits will provide Executive
with enhanced financial security and incentive and encouragement to remain with the Company.
4. This Agreement is intended to replace in its entirety the previous Severance and Change of Control Agreement entered
into between the Company and Executive effective July 1, 2007 (the “Original Agreement”).
5. Certain capitalized terms used in the Agreement are defined in Section