1.

Duties: You are currently employed by Exa as Vice President and Principal Accounting Officer working out of the Burlington office and you accept the continuation of that employment under the terms set out in this Agreement. In the course of your employment and subject to your rights under Section 9 of this Agreement, you may be appointed to other positions within the Company or to positions with any one of the associated companies of Exa and you may be assigned additional or other duties.

2.

Term: Your employment will continue until terminated by either you or the Company in accordance with the provisions of this Agreement.

3.

Base Salary. You will be paid an annual base salary less applicable taxes, deductions and withholdings, payable in regular installments as determined by the Chief Executive Officer. This base salary will be subject to an annual review by the Compensation Committee.

4.

Incentive Compensation. You will continue to be eligible to participate in the Company’s annual incentive plan on substantially the same terms as other senior executives, at an agreed upon target bonus amount (the “Target Bonus”). The amount of your fiscal year Target Bonus will be determined by the achievement of specific performance objectives established by Executive Management and the Board of Directors at the beginning of each fiscal year. To qualify for the Target Bonus, you must remain employed with the Company through the date that the Target Bonus is determined and paid which will be no later than seventy-five (75) days after the close of the fiscal year.

5.

Equity Arrangements. You will continue to be eligible to participate in and receive grants in any stock option agreement and restricted stock agreement or other equity-based or equity related compensation agreement, programs or agreements of the Company, as determined by the Board.

6.

Benefits. The Company will continue to provide you the opportunity to enroll in the company’s benefit programs currently offered to other senior executives in your geographic region. Each plan is offered to you, subject to the employee premium co-pay policies currently in effect. In addition, subject to approval of the Board of Directors, you will also continue to receive any other benefits offered or available to employees in similar senior roles at the Company.

7.

Paid Time Off. Vacation and holidays are governed by Company policy. Those policies may be modified to comply with local statutory requirements.

8.

Travel and Expenses. You will be reimbursed for reasonable business expenses incurred in connection with your employment, upon presentation of appropriate documentation in accordance with the Company’s expense reimbursement policies.

9.

Employment Terms/Severance. Either party may terminate this agreement at any time with or without notice, subject to the terms of this agreement and the severance provisions set forth in Exhibit A.

10.

Obligations. During your employment, you shall devote your full business efforts to the Company. This obligation, however, shall not preclude you from engaging in appropriate civic, charitable or religious activities or, with the consent of the Board, serving on the boards of directors of companies that are not competitors to the Company, as long as the activities do not materially interfere or conflict with your responsibilities to or your ability to perform your duties of employment with the Company.

11.

Exa Policies. Your employment is governed by the Company’s corporate policies and procedures as they currently exist and as they are developed in the future for general application to employees. In particular, and as a condition of your continued employment, you will be subject to the terms and conditions related to the Company’s Intellectual Property, Proprietary Information and Confidentiality Agreement as outlined in Exhibit B, and its Security Policy and Insider Trading Policy.

12.

Confidentiality. During the term of your employment by the Company and thereafter, you will not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to your employment by the Company or disclose to anyone outside of the Company any such Confidential Information whether by private communication, public address, publication or otherwise or to anyone within the Company who has not been authorized to receive such information, except as directed in writing by an authorized representative of the Company. The term “Confidential Information” as used throughout this Agreement means all trade secrets, proprietary information, know-how, data, designs, specifications, processes, customer lists, client lists and other technical or business information (and any tangible evidence, record or representation thereof), disclosed to or made known to you at any time, whether prepared, conceived or developed by you or by an officer, director, consultant or employee of the Company, or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), which in any way relates to the present or future business of the Company, which is maintained in confidence by the Company, or which might permit the Company or its clients or customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information includes:

(a)

any idea, improvement, invention, innovation, development, technical data, design, formula, device, pattern, concept, art, method, process, machine, manufacturing method, composition of matter, computer program, software, firmware, source code, object code, algorithm, subroutine, object module, schematic, model, diagram, flow chart, chip masking specification, user manual, training or service manual, product specification, plan for a new or revised product, sample, compilation of information, or work in process, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and

(b)

the name or other information of any employee, consultant, supplier, customer or client, or prospective customer or client, any sales plan, marketing material, plan or survey, business plan or opportunity, product or development plan or specification, business proposal, financial record, or business record or other record or information relating to the present or proposed business of the Company or any customer or client.

13.

Non-Solicitation of Employees and Customers. During the Restricted Periods below, on your own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company:

(a)

During the term of your employment by the Company and for a period of one year after the termination, you will not directly or indirectly hire, attempt to hire, or induce or solicit to be hired, as an employee or consultant or in any other capacity, any employee or consultant of the Company (or any person who may have been employed or engaged as a consultant by the Company during the one year prior to the termination of your employment by the Company), or assist in such hiring by any other person or business entity or encourage any such employee or consultant to terminate his or her employment or consultancy relationship with the Company; or

(b)

During the term of your employment by the Company and for the duration of your Severance period, you will not directly or indirectly solicit, induce, or divert any current or client of the Company, or any person or entity reasonably understood to be a prospective customer or client of the Company at the time of the termination (each of the foregoing a “Company Client”). You acknowledge that if you violate any of the provisions of this

Section 13, the running of the Restricted Period will be extended by the time during which you engage in such violation(s).

14.

Non-Disparagement. You agree, other than with regard to employees in the good faith performance of your duties with the Company while employed by the Company, both during and for two (2) years after your employment with the Company terminates for any reason, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation. This paragraph will not be deemed to be violated by statements that are truthful, materially complete and made in good faith in required response to legal process or governmental inquiry.

15.

Legal Assistance. You will, both during and for five (5) years after your employment with the Company terminates for any reason, supply such information and render such assistance as may be reasonably required by the Company, its subsidiaries or affiliated companies in connection with any legal or quasi-legal proceeding to which either is or becomes a party. The foregoing will be at the full expense of the Company, including reasonable compensation and the expense of seeking advice of counsel in relation to the proceedings.

16.

Assignment of Rights. The Company shall have the right to assign this letter agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. You shall not assign or transfer this letter agreement or any rights or obligations hereunder without the prior written consent of the Company, and any attempt to do so shall be void and of no force and effect.

17.

Notices. Any notice required or permitted to be given under this letter agreement will be given in writing by personal delivery, registered mail or by facsimile, to you at your last known address and to the Company at 55 Network Drive, Burlington, Massachusetts 01803, to the attention of Human Resources Manager.

18.

Amendments. This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing signed by you and the Company.

19.

Governing Law. This Agreement will be deemed to be made and entered into in The Commonwealth of Massachusetts, and be governed by, and construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. You hereby agree to consent to personal jurisdiction of the state and federal courts situated within Suffolk County, Massachusetts for purposes of enforcing this Agreement, and waive any objection that you might have to personal jurisdiction or venue in those courts. This Agreement is executed under seal.

20.

Entire Agreement. This Agreement, including Exhibit A and Exhibit B hereto, contains the entire and only agreement between you and the Company with respect to the subject matter hereof, superseding any previous oral or written communications, representations, understandings, or agreements with the Company or any officer or representative hereof. In the event of any inconsistency between this Agreement and any other contract between you and the Company, the provisions of this Agreement will prevail.

21.

Binding on Successors & Assigns. This agreement will be binding upon your heirs, assigns, executors, administrators and representatives, and the provisions of this Agreement will inure to the benefit of and be binding on the successors and assigns of the Company

22.

Other Terms.

(a)

Your obligations under this Agreement will continue in accordance with its express terms regardless of any changes in your title, position, duties, salary, compensation or benefits or other terms and conditions of your employment by the Company. Your obligations under this Agreement will survive the termination of your employment by the Company regardless of the manner of or reasons for such termination, and regardless of whether such termination constitutes a breach of any other agreement you may have with the Company. You expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ you may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. You agree to provide a copy of this Agreement to any prospective employer, partner or coventurer prior to entering into an employment, partnership or other business relationship with such person or entity.

(b)

If any provision of this Agreement is determined to be unenforceable by any court of competent jurisdiction by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, such provision will be interpreted to extend only over the maximum period of time,

geographic area or range of activities as to which it may be enforceable. If, after application of the immediately preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this paragraph, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect.

(c)

You acknowledge and agree that violation of this Agreement by you would cause irreparable harm to the Company not adequately compensable by money damages alone, and you therefore agree that, in addition to all other remedies available to the Company at law, in equity or otherwise, the Company shall be entitled to injunctive relief to prevent an actual or threatened violation of this Agreement and to enforce the provisions hereof, without showing or proving any actual damage to the Company or posting any bond in connection therewith.

(d)

No failure by the Company to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission by the Company in exercising any right under this Agreement, will operate as a waiver of such terms, covenants, conditions or rights. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

Accepted:

Executed on behalf of Exa Corporation:

/s/ Joel Dube

/s/ Richard F. Gilbody

Name:

Joel Dube

Name:

Richard F. Gilbody

Title:

VP, Principal Accounting Officer

Title:

Chief Financial Officer

Date:

August 1, 2016

Date:

August 1, 2016

1.

Definitions. As used herein, the following terms shall be defined as follows:

(a)

“Cause” means one or more of the following:

(i)

a conviction of, or pleading of guilty or nolo contendere to, a felony;

(ii)

a conviction of, or pleading of guilty or nolo contendere to, a misdemeanor resulting in material reputational harm to the Company;

(iii)

a commission of an act of moral turpitude;

(iv)

a commission of an act of material fraud, dishonesty, theft, misappropriation or embezzlement against the Company or a subsidiary of the Company;

(v)

a continuing failure to substantially perform his or her assigned duties after receiving a written demand for substantial performance that identifies the manner in which the Company believes you have failed to perform;

(vi)

a material breach of the Company’s Code of Ethics;

(vii)

a material breach of the terms and conditions of any non-competition, non-solicitation, non-disparagement or confidentiality agreement between you and the Company;

(viii)

a commission of willful misconduct resulting in material harm to the Company.

(b)

“Change in Control” shall mean the occurrence of any one of the following events:

(i)

any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes, after the Effective Date, a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit agreement of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or; or

(ii)

the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation (and such voting power among the holders thereof is in substantially the same proportion as the voting power among the holders thereof immediately prior such merger or consolidation); or

(iii)

the closing of a sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iv)

individuals who constitute the Board on the Effective Date (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any individual who becomes a member of the Board subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two- thirds of the Incumbent Directors shall be treated as an Incumbent

Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors; or

(v)

a complete liquidation or dissolution of the Company.

(c)

“Good Reason” means any one or more of the following:

(i)

a material diminishment of the nature or scope of your employment-related responsibilities or duties (provided, however, that a change in reporting structure or a change in the number of your direct reports shall not in and of itself constitute a material diminishment); or

(ii)

a material reduction in the aggregate compensation opportunity made available to you by the Company, except for a reduction that is applicable equally to similarly situated executives and that is not greater than 10%; or

(iii)

the required relocation, without your consent, of more than 50 miles from your current office location, unless the new location is closer to your primary residence; or

(iv)

following a Change in Control, the failure of the surviving company to assume the obligations of the Agreement.

2.

Severance Pay Benefits Not in Connection with a Change in Control. In the event your employment by the Company is involuntarily terminated by the Company without Cause or by you for Good Reason not in connection with a Change in Control, you shall be entitled to the severance pay benefits set forth in Section 2a. below following the termination date (the “Severance Period”); provided that you execute and do not revoke the Release and Waiver of Claims attached to this Agreement as Exhibit A-1 and provided, that the number of months of severance payments may not exceed the number of full months that you have been employed by the Company. All severance payments shall be paid in installments in accordance with the Company’s regular payroll schedule.

a.

Continue payment of: (i) twelve (12) months of base salary plus, in the event you have elected COBRA continuation coverage, payment of your COBRA premiums on the same cost-sharing basis as during employment. The payment of COBRA premiums will be taxable to you. If you become eligible for substantially similar benefits from a subsequent employer prior to the end of the Severance Period, the Company will cease to pay its share of your COBRA premiums. You agree to notify the Company if and when you become eligible for such other benefits within five (5) business days of such eligibility.

3.

Severance Pay Benefits in Connection with a Change in Control. In the event that there is a Change in Control and, within two (2) years after the Change in Control, you terminate employment with the Company for Good Reason or your employment with the Company is involuntarily terminated by the Company without Cause, you shall be entitled to the enhanced severance pay benefits set forth below, provided that you execute and do not revoke the Release and Waiver of Claims attached to this Agreement as Exhibit A-1. Payments made hereunder shall be paid in a single, lump sum payment within 60 days of termination of employment.

a.

Payment in a single, lump sum equal to: (i) twelve (12) months of base salary; and (ii) the target bonus for which you were eligible. In addition, in the event you have elected COBRA continuation coverage, the Company will make payment of your COBRA premiums on the same cost-sharing basis as during employment. The payment of COBRA premiums will be taxable to you. If you become eligible for substantially similar benefits from a subsequent employer prior to the end of the Severance Period, the Company will cease to pay its share of your COBRA premiums. You agree to notify the Company if and when you become eligible for such other benefits within five (5) business days of such eligibility.

b.

The vesting of all (time-based) equity incentives will accelerate in full at the date of termination of employment by the Company without Cause or by the employee for Good Reason. The vesting of all Performance-based awards for any current or future fiscal year will be deemed to be fully earned upon a Change in Control and will convert to time-based options that will cliff vest two (2) years after the award’s grant date.

4.

Notice and Opportunity to Cure Basis of Termination for Cause. In the event of an occurrence constituting the basis of termination for Cause, with the exception of the basis for Cause under subsections 1(a)(i), 1(a)(ii), 1(a)(iii) or 1(a)(iv) of this agreement, the Company shall provide you with 60 days’ written notice regarding the basis of termination for Cause, and you may then take action to cure the basis of termination for Cause within 60 days of receipt of the written notice. If you do not remedy the basis of termination for Cause, you will be terminated for Cause upon the conclusion of the 60-day period. In the event of your termination for Cause pursuant to subsections 1(a)(i), 1(a)(ii), 1(a)(iii) or 1(a)(iv), no notice will be required and no opportunity to cure will be available.

5.

Notice and Opportunity to Cure Basis of Termination for Good Reason. In the event of any of occurrence constituting the basis of a termination for Good Reason, you shall notify the Company of the initial event or condition constituting the basis of a termination for Good Reason by a written “Notice of Termination” within no more than 60 days of the initial event or condition. A “Notice of Termination” means a notice indicating the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. The Company may then take action to cure the Good Reason event or condition within 30 days after receipt of the Notice of Termination. A termination for Good Reason does not occur if the basis of the termination for Good Reason is remedied. If the Company does not remedy the basis of the termination for Good Reason after 30 days of receipt of the Notice of Termination, your termination for Good Reason shall occur upon the Company’s receipt of your written notice alleging that the Company failed to cure the event or condition constituting the basis of a termination for Good Reason, provided that such notice is received no later than 30 days following the end of such 30 day cure period.

6.

Tax Code. If any payment or benefit you would receive pursuant to this Agreement or any other agreement, agreement, or arrangement would (i) constitute a “parachute payment” within the meaning of Section 280G Internal Revenue Code of 1986, as amended (the “Code”), and, but for this sentence, be subject to the excise taxed imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the net after-tax amount (taking into account all applicable taxes payable by you, including any Excise Taxes) that you would receive with respect to such “parachute payments” does not exceed the net after-tax amount you would receive if the amount of such payments were reduced to the maximum amount that could otherwise be payable without the imposition of the Excise Tax, then you and the Company shall work together in good faith to agree on an alternative payment schedule acceptable to both parties, or to amend this Agreement in a manner acceptable to both parties, where necessary or desirable, so that you do not incur an excise tax or you incur the least amount of excise Tax as is possible under the circumstances. If a satisfactory alternative payment schedule or amendment cannot be agreed to by the originally scheduled payment, distribution or benefit date, then the Company shall provide such payment, distribution or benefit to you on the originally scheduled date and shall be reduced to the extent necessary to eliminate the imposition of the Excise Tax. To the extent that any such payments are subject to Section 409A of the Code, any reduction in the payments required to be made pursuant to this section shall be made first with respect to payments payable in cash before being made in respect to any payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such payments in inverse order of the scheduled dates or times for the payment or provision of such payments.

7.

Tax and Other Withholdings. The Company may withhold from any payment under the Agreement any federal, state, or local taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate is necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment. The Company may also withhold sums to cover an employee’s share of any applicable group health insurance premiums. The Company may also withhold sums owed to the Company by an employee which have not been repaid in full before the time for payment of any benefits due under this Agreement.

8.

Agent for Service of Legal Process. Legal process with respect to claims under the agreement may be served on the Chief Financial Officer.

9.

Separability. In case any one or more of the provisions of this agreement (or part thereof) shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions hereof, and this agreement shall be construed as if such invalid, illegal or unenforceable provisions (or part thereof) never had been contained herein.

10.

Non-Assignability. No right or interest of yours in the agreement shall be assignable or transferable in whole or in part either directly or by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge or bankruptcy, provided, however, that this provision shall not be applicable in the case of obligations of you to the Company. This agreement and the rights and obligations of the Company hereunder shall inure to the benefit of and be binding upon any successor to the Company (whether as a result of a Change of Control or other event, or by operation of law or otherwise).

11.

Gender and Number. Except where otherwise indicated by the context, any masculine gender used herein shall also include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural, and vice versa.

Accepted:

Executed on behalf of Exa Corporation:

Name:

/s/ Joel Dube

Name:

/s/ Richard F. Gilbody