X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001573562 Hazell Don F C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER CO 80301 0 1 0 0 EVP Worldwide Sales & Field Op Common Stock 186341 D Stock Option (right to buy) 5.48 2021-07-31 Common Stock 79017 D Series A-1 Preferred Stock Common Stock 28640 D Series B Preferred Stock Common Stock 15800 D Series D Preferred Stock Common Stock 8581 D Warrant to Purchase Series C Preferred Stock (right to buy) 3.78 2018-05-20 Common Stock 476 D Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2002 Stock Option Plan (the "Plan"). 1/48th of the shares subject to the option vest each month after 6/20/11, provided, if the Reporting Person is terminated without cause or resigns for good reason (as defined in the stock option agreement) at any time at which the change in control provisions of the Issuer's Change in Control Severance Plan (the "Severance Plan") are not applicable, then, in each case, the vesting of the options will be accelerated with respect to the number of shares that would otherwise have vested in the 6 months following termination of employment. Additionally, if the Reporting Person suffers an involuntary termination without cause or a resignation for good reason in connection with a change in control of the Issuer (as defined in the Severance Plan), the unvested shares subject to the option will vest in full. The option expires ten years after the date of grant. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. The shares will automatically convert into 28,640 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013). The shares do not have an expiration date. The shares will automatically convert into 15,800 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 8,581 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. Immediately exercisable. The warrant will automatically convert into a warrant to purchase 476 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. /s/Don F. Hazell 2013-04-11