Exhibit 10.1

CONFIDENTIAL
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This Confidential Separation Agreement and General Release of Claims (“Agreement”) is entered into by and between Steve Shute (“Employee” or “You”) and Docusign, Inc., a Delaware corporation (“Docusign” or the “Company”), each individually referred to as a “Party” and collectively referred to as the “Parties.” This Agreement will become effective on the eighth (8th) day after its execution by the Parties, provided that Employee has not previously revoked it as permitted by Section 10(vi) below (the “Effective Date”).

RECITALS

WHEREAS, Employee is currently the Company’s President, Worldwide Field Operations;

WHEREAS, Employee is a party to (a) that certain Second Amended and Restated Executive Severance and Change in Control Agreement with the Company dated as of March 13, 2024 (the “Severance Agreement”) and (b) certain PSU Award Agreements (as defined below), which provide for certain benefits in the event of a qualifying termination;

WHEREAS, Employee and the Company wish to provide for the orderly transition of Employee’s responsibilities in connection with Employee’s separation from employment;

WHEREAS, in connection with such separation of Employment, and to avoid the costs and potential inconveniences of any dispute, the Parties desire to settle all claims and issues, including any and all disputes which may exist between Employee and the Company;

WHEREAS, the Company is willing to extend to Employee, and Employee is willing to accept, certain benefits in exchange for a release of claims, covenant not to sue and certain other undertakings, all on the terms and subject to the conditions set forth herein;

THEREFORE, in consideration of the promises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged by both Parties, the Parties agree as follows:

1.            Separation Date. Employee’s last day as an employee of the Company will be August 11, 2024 (the “Separation Date”). Employee hereby resigns as the Company’s President, Worldwide Field Operations, effective as of the Separation Date.

2.            Consideration. In consideration for Employee executing and not revoking this Agreement and the undertakings described herein, including the release of claims set forth in Section 6 and Section 10 of this Agreement (together, the “Release”), Docusign shall provide the following benefits:

A.            Cash Severance.

i.            Salary. Docusign will pay Employee the gross amount of $550,000 (the “Cash Severance”), which represents 12 months of Employee’s base salary.

ii.            Target Bonus. In addition, Docusign will pay Employee the gross amount of $550,000 (the “Bonus Severance”), which represents 100% of Employee’s on-target bonus earnings for the fiscal year ending January 31, 2025.

iii.            Payment Terms. Docusign will pay the Cash Severance and Bonus Severance to Employee in a lump sum, less applicable payroll deductions and withholdings, within 10 business days following the Effective Date.

B.            COBRA.

i.            COBRA Benefit. If Employee timely elects continued coverage under COBRA, Docusign will pay the COBRA premiums to continue and maintain health care coverage for Executive and any dependents who are covered at the time of the Separation Date under the Company’s group health plan (the “COBRA Benefit”), until the earliest of (a) 12 months following the Separation Date; (b) the date when the Employee and Employee’s eligible dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (c) the date Employee ceases to be eligible for COBRA continuation coverage for any reason.

ii.            Cash Alternative. Notwithstanding the foregoing, if Docusign determines in its sole discretion that it cannot provide the foregoing COBRA Benefit without potentially incurring financial costs or violating applicable law (including Section 2716 of the Public Health Service Act), Docusign shall in lieu thereof provide Employee a taxable cash payment in an amount equal to the monthly COBRA premium that the Company would be required to pay to continue Employee’s group health coverage in effect on the Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments will be paid in monthly installments on the same schedule and over the same time period that the COBRA Benefit would otherwise have been paid on behalf of Employee regardless of whether Employee elects COBRA continuation coverage and shall end on the earlier of (x) the date when the Employee and Employee’s eligible dependents become covered by health care coverage from another source, unless otherwise prohibited by applicable law or (y) the last day of the 12th calendar month following the Separation Date. Employee shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Employee must notify the Company within two (2) weeks if Employee obtains health care coverage from a new source.

iii.            Definition. For purposes of this Agreement, “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

C.            RSU Acceleration.

i.            Outstanding Awards. Employee previously received the following awards of time-based Restricted Stock Units (“RSUs”) awarded to Employee under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), as set forth in the applicable award agreements applicable to the RSUs (each, an “RSU Award Agreement”):

The Sign-On RSU has previously vested in its entirety. In addition, on July 7, 2023, Executive received two awards of performance-based Restricted Stock Units under the 2018 Plan (“PSUs”) based on the achievement of financial metrics for the fiscal year ended January 31, 2024 (the “Financial PSUs”), and one PSU award based on the Company’s relative total shareholder return (the “TSR PSU”). The final achievement levels for the Financial PSUs have been determined and certified, such that the earned shares under the Financial PSUs are now subject only to time-based vesting.

ii.            Vesting Acceleration. On the Effective Date, the New Hire RSU, the Focal RSU and the Financial PSUs will vest as to that number of shares that would have been vested has Employee remained in Continuous Service (as defined in the applicable RSU Award Agreement or PSU award agreement) through the date 12 months following the Separation Date (i.e., until and including August 11, 2025). The shares that vest pursuant to this paragraph shall be issued and delivered to Employee promptly, and in any event no later than 30 business days, following the Effective Date, and such shares are subject to applicable tax withholding.

D.            PSU Vesting. The TSR PSU shall vest according to the applicable PSU Award Agreement, such that Employee will be entitled to receive the number of shares that would have vested under such PSU if Employee had been subject to a Qualifying Termination on the Separation Date in accordance with the award agreement applicable to the PSUs (“PSU Award Agreement”). In the event of any conflict between this Section and the PSU Award Agreement, the PSU Award Agreement controls. The number of shares subject to Employee’s TSR PSU, the maximum number of shares issuable under such PSU and Employee’s maximum pro rata portion of each based upon the Separation Date have been communicated to Employee.

E.            Change in Control Prior to November 9, 2024¹. Notwithstanding anything to the contrary in paragraphs A-D above, in the event that the Company is subject to a Change in Control (as defined in the Severance Agreement) that closes on or before November 9, 2024, then Docusign shall provide Employee the following benefits, subject to Employee’s continued compliance with the terms of this Agreement and Employee’s execution and delivery of a release of claims and covenant not to sue in substantially the form set forth in Sections 6 and 7 below (the “Second Release”):

i.            RSU Vesting. Any remaining unvested time-based RSUs (including, for the avoidance of doubt, the Financial PSUs) shall accelerate and vest, and shall be issued and delivered to Employee promptly (and in any event no later than 10 business days) following the effective date of the Second Release, subject to applicable tax withholding.

ii.            PSU Vesting. The TSR PSU shall vest in accordance with the applicable PSU Award Agreement, assuming that Employee had remained employed and been subject to a Qualifying Termination (as defined in the applicable PSU Award Agreement) on the Separation Date. In the event of any conflict between this Section 2.E(ii) and the PSU Award Agreement, the PSU Award Agreement controls.

F.            Change in Control After November 9, 2024. Notwithstanding anything to the contrary in paragraphs A-E above, in the event that the Company is subject to a Change in Control (as defined in the Severance Agreement) that closes after November 9, 2024 and before the expiration of the Performance Period of the TSR PSU (as applicable, PSUs with an unexpired Performance Period, the “Ongoing PSUs”), such Ongoing PSUs shall vest as set forth in Section E(ii) above. In the event of any conflict between this Section F and a PSU Award Agreement, the PSU Award Agreement controls.

¹ 90 days after the Separation Date.

1.            In order to accommodate potential vesting acceleration pursuant to paragraphs C-F:

i.            Employee’s outstanding and unvested time-based RSUs (including, for the avoidance of doubt, the Financial PSUs) shall remain outstanding until February 11, 2025², on which date any shares subject to the RSUs that have not accelerated and vested pursuant to paragraphs C or E above shall be cancelled for no consideration;

ii.            Employee’s TSR PSU shall remain outstanding until the applicable Determination Date (as defined in the PSU Award Agreements), or if earlier, immediately prior to a Change in Control, in accordance with the terms of the applicable PSU Award Agreement, on which date any shares subject to the TSR PSU that have not vested pursuant to paragraphs D, E or F above shall be cancelled for no consideration.

The benefits outlined above are not otherwise owed to Employee, and are provided solely as consideration for the Release and the promises and covenants made by Employee herein. Company is not responsible for Employee’s costs and attorneys’ fees incurred in connection with reviewing this Agreement. Employee acknowledges that, without limiting Section 14, Docusign does not owe him, or anyone on his behalf, nor shall he become eligible for, any other compensation or benefits from Docusign, other than the foregoing.

3.            Termination without Cause. The Parties agree that Employee’s termination of service constitutes termination by the Company without “Cause” for all purposes under the Severance Agreement and the PSU Award Agreements.

4.            Tax Responsibility. Employee acknowledges and agrees that Docusign has not made any representations to him regarding the tax consequences of any amounts received pursuant to this Agreement. The Parties agree that in the event any taxing authority determines that any settlement monies tendered as part of this Agreement are taxable: (a) Employee shall be solely responsible for the payment of all such taxes and penalties assessed against her; and (b) Docusign has no duty to defend Employee against any such tax claim, penalty or assessment. Employee further agrees to indemnify Docusign in the event any taxing authority seeks payment from Docusign of any taxes, interest, penalties or assessments owed by Employee, and for any penalties owed by Docusign, and to hold Docusign harmless to the fullest extent allowed by law.

5.            Non-Admission of Liability. Employee acknowledges and agrees in good faith that this Agreement is the result of a compromise and shall not be considered an admission of liability or responsibility by Docusign.

6.            Employee’s Release of Claims against Docusign. In consideration of the covenants, payments and other benefits set forth herein, Employee unconditionally, irrevocably and absolutely releases and discharges Docusign and all of its future parent corporations, subsidiary corporations, affiliate corporations, and its and their current and former directors, officers, agents and employees, and each of their successors and assigns (hereinafter referred to collectively as the “Released Parties”) from any and all known and unknown losses, liabilities, claims, demands, causes of action or suits of any type, whether in law or in equity, related directly or indirectly, or in any way connected with any transaction, affairs, or occurrences between them (collectively, the “Released Claims”), including Employee’s employment with Docusign, his application for employment with Docusign and any associated background check process, any rights or benefits that would otherwise apply under the Severance Agreement, Employee’s offer letter with the Company or otherwise, and/or his resignation from said employment, in each case through the date hereof.

² 6 months after the Separation Date.

A.            The Released Claims specifically include any and all contract or tort claims, claims for wrongful termination, retaliation, employment discrimination, emotional distress, fraud, misrepresentation, defamation, invasion of privacy, interference with prospective economic advantage, breach of contract, misrepresentation, promissory estoppel or reliance, exemption misclassification, failure to pay wages due or other monies owed, including severance, overtime compensation, accrued and unused vacation; claims for penalties, interest, attorneys’ fees and costs, including to penalties recoverable under the Private Attorneys General Act; and claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Older Workers’ Benefit Protection Act of 1990, as amended, the California Family Rights Act, the California Fair Employment and Housing Act, the Occupational Safety and Health Act, the California Labor Code, including the Private Attorneys General Act, any applicable California Industrial Wage Orders, all as amended, and any other local, state or federal law, rule, or regulation relating to or affecting Employee’s employment by Docusign. The Released Claims do not include any rights or benefits that may not be waived pursuant to applicable law including any right to indemnification pursuant to California Labor Code Section 2800 or Section 2802, or under the indemnification agreement between Employee and the Company, any organizational document of the Company, for directors’ and officers’ insurance coverage, any worker’s compensation claims that Employee may possess or claim that cannot be released as a matter of law, although Employee represents that he is not currently aware of any such claim, or any claim for vested or accrued amounts, benefits or entitlements under any benefit plan, policy or arrangement of the Company or any of its affiliates (excluding the Severance Agreement, which is superseded by this Agreement as discussed herein). The release contained herein shall not be construed to waive any right to apply for unemployment insurance benefits.

B.            Nothing in this Agreement (i) limits or affects Employee’s right to challenge the validity of this Release, including a challenge under the ADEA; (ii) in any way interferes with Employee’s right and responsibility to give truthful testimony under oath; or (iii) precludes Employee from participating in, or receiving an award for information provided to any government agency in connection with, an investigation, filing a charge or otherwise communicating with any federal, state or local government office, official or agency, including the Equal Employment Opportunity Commission, Department of Labor, National Labor Relations Board, or the Securities and Exchange Commission. However, Employee promises never to seek or accept any compensatory damages, back pay, front pay, or reinstatement remedies for Employee personally with respect to any claims released by this Release.

7.            Covenant Not to Sue:

i.            To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will Employee pursue, or cause or knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Employee may now have, has ever had, or may in the future have against the Released Parties, which is based in whole or in part on any Released Claim.

ii.            Nothing in this section shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either Party to commit (or aid or abet in the commission of) any unlawful act.

8.            Non-Disparagement. Employee agrees that Employee will not, directly or indirectly, disparage or make negative remarks regarding the Released Parties or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including any statement posted on social media or otherwise on the Internet, whether or not made anonymously or with attribution. Nothing in this section shall prohibit Employee from providing truthful information in response to a subpoena or other legal process. Further, nothing in this section or otherwise in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

9.            Unknown Claims. Employee understands and agrees that this Agreement extends to all claims of every nature, known or unknown, suspected or unsuspected, past or present, and that any and all rights Employee may have under Section 1542 of the California Civil Code or any analogous state or federal law or regulation are hereby expressly waived. Section 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Employee certifies that he has read all of this Agreement, including the release provisions contained herein and the provision of Section 1542 quoted above, and he fully understands all of the same.

10.            ADEA Release. Employee understands and agrees that he:

i.            Is, through this Agreement, releasing the Released Parties from any and all claims Employee may have against them, including any claim arising under the ADEA.

ii.            Has carefully read and fully understands all of the provisions of this Agreement.

iii.            Knowingly and voluntarily intends to be legally bound by the same.

iv.            Was advised and hereby is advised in writing to consider the terms of this Agreement and consult with an attorney of his choice prior to executing this Agreement if desired.

v.            Has twenty-one (21) calendar days within which to review and consider this Agreement before signing it.

vi.            Has a full seven (7) days following the execution of this Agreement to revoke this Agreement and has been and hereby is advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired. If Employee intends to revoke this Agreement, such timely revocation must be provided in writing and sent via hand delivery or signed via Docusign to the attention of the Company’s Chief Legal Officer at jim.shaughnessy@docusign.com.

vii.            Understands that any rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is executed are not waived.

11.            Representation Regarding No Pending Claims. Employee represents he has not filed any lawsuit, claim, or complaint against Docusign in any state or federal court, or with any administrative agency or tribunal.

12.            Return of Docusign Property. Employee hereby warrants to Docusign that, no later than five (5) business days after the Separation Date, Employee will return to Docusign all property or data of Docusign of any type whatsoever that has been in his possession or control.

13.            At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement. Employee hereby acknowledges that he remains subject to his obligations under the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement previously executed by the Employee which requires, among other provisions, the assignment of patent rights to any invention made during Employee’s employment at the Company and non-disclosure of proprietary information. Employee further confirms that Employee will deliver to the Company, no later than the Separation Date, all documents and data of any nature containing or pertaining to such proprietary information and that Employee will not take any such documents or data or any reproduction thereof.

14.            Balances Owed. Employee acknowledges and represents that as of the date he signs this Agreement, (a) he has timely submitted expense reports covering all outstanding and reimbursable expenses incurred by him (“Expenses”) and (b) he will have been paid all wages, commissions, compensation, benefits, and other amounts and has been provided all leaves of absence and/or other accommodations that Docusign has ever owed to him prior to the date he signed this Agreement. Between the date he signs this Agreement and the Separation Date, Docusign agrees to pay all wages and benefits owed to Employee at that time. Docusign will promptly reimburse Employee for all outstanding Expenses in accordance with the Company’s travel and expense policy.

15.            Indemnification. For the avoidance of doubt, Employee will continue to be covered by any indemnification rights under the Company’s certificate of incorporation, bylaws, and the indemnification agreement in place between Employee and the Company, and remain named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time.

16.            No Voluntary Assistance. Employee agrees that, going forward, he will not in any manner encourage or willingly assist any person, including any past, present or prospective employees or applicants for employment with Docusign, in filing or pursuing any lawsuit, claim or action against Docusign, in any state or federal court or before any state, federal or governmental agency, except as he may be required by statutorily authorized process to give testimony or to provide documents at a legal proceeding or to cooperate in any agency or legal proceeding. Employee represents that, going forward, he will not have contact with any past, present or prospective Docusign employees or applicants for employment regarding filing or pursuing any lawsuit, claim or action against Docusign.

17.            No Assignment or Transfer of Claims. Employee represents and warrants that he has not assigned or transferred to any other person or entity any rights, claims or causes of action constituting a Released Claim, and no other person or entity has any interest in any such claim, except as disclosed by the terms of this Agreement.

18.            Entire Agreement. This Agreement (together with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement; the PSU Award Agreements; and the applicable RSU award agreements) constitute the full and entire agreement between the Parties regarding the subject matter of this Agreement, and supersede the Severance Agreement in all respects.

19.            Applicable Law; Severability; Construction. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. If any provision of this Agreement, or part, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable. Except as otherwise expressly provided herein, the terms “include” and “including” mean “including without limitation.”

20.            Successors and Assigns; Counterparts. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement may be signed in counterparts. An electronic or facsimile signature shall have the same force and effect as an original signature, and trigger the obligations under this Agreement.

21.            Taxes. All payments made under this Agreement will be subject to reduction to reflect taxes or other charges required to be withheld by law. To the extent (i) any payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. Any termination of Employee’s employment is intended to constitute a separation from service and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1.

22.            Arbitration; Attorneys’ Fees. Any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement shall be resolved through arbitration pursuant to the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement. In any such action, the prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other Party, in addition to any other relief to which the prevailing Party may be entitled.

THE PARTIES CERTIFY THAT THEY HAVE READ THIS AGREEMENT, KNOW ITS CONTENTS, FULLY UNDERSTAND IT, AND ENTER INTO IT VOLUNTARILY AND FREE OF COERCION. NO PARTY IS BEING INFLUENCED BY ANY STATEMENT MADE BY OR ON BEHALF OF ANY OTHER PARTY TO THIS AGREEMENT, EXCEPT AS EXPRESSED HEREIN.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates shown below.

EMPLOYEE

BY: Steve Shute    

DOCUSIGN, INC.

BY: James Shaughnessy

TITLE: Chief Legal Officer

[Signature Page to Confidential Separation Agreement and General Release of Claims]

Exhibit 10.2

June 7, 2024

Paula Hansen

Re: Offer of Employment

Dear Paula:

I am pleased to offer you a position with Docusign, Inc. (the “Company” or “Docusign”) as President and Chief Revenue Officer, reporting to the Chief Executive Officer, with an expected commencement date of August 5, 2024 (“Start Date”). Your primary work location will be our office in San Francisco, CA, subject to regular travel to the Company’s other offices from time to time when reasonably necessary or appropriate to perform your duties. You will receive an initial annual salary of $550,000, less applicable taxes and deductions, which will be paid biweekly in accordance with the Company’s normal payroll procedures. In addition, you will be eligible for a target bonus equal to 100% of your then-current annual salary, based on performance goals established by management.

Sign-On Bonus. The Company will pay you a one-time signing bonus of $4,000,000 (the “Sign-On Bonus”), to be paid out in your first payroll following your Start Date. The Sign-On Bonus will be subject to withholding requirements and authorized deductions. The payment of the Sign-On Bonus is an advance and will not be fully earned unless you remain employed by Docusign for one full year from your Start Date. If you resign without Good Reason or are terminated by Docusign for Cause before the one-year anniversary of your Start Date you agree to repay the full amount of the Sign-On Bonus advance at the time of your departure (less 8.33% for each full month of work completed after your Start Date). In the event of a Qualifying Termination prior to the one-year anniversary of your Start Date, Docusign will waive any right to recoup any portion of the Sign-On Bonus. As a condition of receiving the Sign-On Bonus advance, you agree and authorize the Company to deduct any unearned portion of the advance from your final wages, to the extent permitted by applicable laws. If you fail to repay the Sign-On Bonus advance within fourteen days of your departure, interest will accrue on the amount owed at the rate of 1.5% per month. In addition to paying interest, should any dispute arise concerning your obligation to repay the Sign-On Bonus and an arbitration or other legal proceeding results, the prevailing party in any such dispute shall be entitled to recover its or his reasonable attorneys’ fees and costs incurred to the extent they concern the Sign-On Bonus, its repayment, and/or your obligation to repay it.

For purposes of this offer letter, “Cause,” “Good Reason” and “Qualifying Termination” have the same meanings as those terms are used in the Company’s Executive Severance and Change in Control Agreement, attached hereto.

Equity Awards. As soon as practicable after your Start Date, you shall receive the following awards of restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”) representing the right to acquire shares of Common Stock of Docusign, Inc.:

The number of RSUs and PSUs you receive will be determined by dividing the applicable target value by the average closing stock price over a period of 10 trading days immediately prior to the Vesting Commencement Date. The Vesting Commencement Date will typically be the 10th day of the first month following your Start Date (for example, if your Start Date is August 5th, your Vesting Commencement Date will be August 10th). Such awards will be subject to the terms and conditions of: (a) the Company’s equity incentive plan in effect at the time of grant (the “Plan”), (b) an RSU Agreement or PSU Agreement, as applicable, in the form approved by the Board or a committee of the Board, and (c) applicable law. The RSUs and PSUs will be subject to performance- and/or service-based requirements as set forth in the applicable RSU Agreement or PSU Agreement. For a general summary of the vesting terms, please see Attachment A hereto.

Severance and Change in Control Agreement. You and the Company will enter into the Executive Severance and Change in Control Agreement in the form attached hereto.

Additional Benefits. As a Company employee, you will also be eligible to receive certain employee benefits including PTO, healthcare, dental coverage, and a 401(k) plan. You should note that the Company may modify salaries and benefits from time to time as it deems necessary. You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason.

Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. Please note your Start Date is subject to change if your background check has not been completed 13 days prior to your Start Date. Should your employment begin prior to the completion of the Company’s background investigation, and you subsequently fail or do not satisfy the background investigation, your employment may be terminated.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. If you require work authorization to lawfully work in the U.S., this must be obtained prior to your State Date and your Start Date is subject to change if proof of such authorization is not obtained by the Company by Monday of the week prior to your Start Date.

You will be expected to devote your full working time and attention to the business of the Company, and you will not render services to any other business without the prior approval of the Board. Notwithstanding the foregoing, you may manage personal investments, participate in civic, charitable, and academic activities (if in a limited, non-leadership capacity unless a larger role is approved by the Board), and, subject to prior approval by the Board, serve on the board of directors (and any committees) and/or as an advisor of other for-profit companies, provided that such activities do not at the time the activity or activities commence or thereafter (a) create an actual or potential business or fiduciary conflict of interest or (b) individually or in the aggregate, interfere materially with the performance of your duties to the Company.

As a Company employee, you will be required to abide by Company rules and regulations. You will be specifically required to sign an acknowledgement that you have read and understand the company rules of conduct which are included in the employee handbook which you will receive on your first day of employment. You will be required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information. Such Agreement also provides that in the event of any dispute or claim relating to or arising out of our working relationship, you and the Company agree that all such disputes shall be resolved by binding arbitration.

Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse you for all reasonable and necessary expenses you incur in connection with the performance of services on behalf of the Company during your employment with the Company. Subject to the preceding, the reimbursement for all such expenses shall be paid pursuant to the Company’s policies and practices, following your submission of proper documentation for such expenses.

Indemnification. You and the Company will enter into an indemnification agreement on substantially the same terms applicable to the Company’s other officers and directors. In addition, you will be named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time, on terms no less favorable than for any other U.S. based executive officer of the Company.

Compensation Recoupment. Certain incentive-based compensation payable to you shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law that applies on substantially the same terms to all other U.S. based executive officers of the Company (except as required by statute or regulation without regard to the terms of the policy). No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a termination without “Cause” under this agreement, provided that such recovery is consistent with such policy and such policy is consistent with this paragraph.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below by June 10, 2024. This letter (including any documents referenced herein), along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you.

We look forward to working with you at Docusign, Inc.

Attachment A

RSU and PSU Vesting Terms

As provided in more detail in the applicable RSU Agreement, your RSUs will become “Vested RSUs” subject to the satisfaction of the following service-based requirements:

·          50% of the New Hire PSUs will be subject to vesting based on Docusign’s relative total shareholder return (“TSR”) over the applicable performance period, as measured against the TSR performance of the Nasdaq Composite Index (the “Index”).

·          50% of the New Hire PSUs will be earned based on Docusign’s attainment of financial goals (Subscription Revenue growth and Free Cash Flow) for the fiscal year ending January 31, 2025, with any earned shares vesting quarterly through the third anniversary of the date of grant.

Vested RSUs and PSUs will generally be delivered to you (“settled”) on a quarterly basis (March, June, September and December) following the date on which they become vested.

You will be entitled to receive such accelerated vesting of your outstanding time-vesting equity awards consistent with (a) the terms and conditions of the Company’s Death or Terminal Condition Policy, as may be amended from time to time and (b) your Executive Severance and Change in Control Agreement.

Exhibit 10.3 

Docusign, Inc.

Executive Severance and Change in Control Agreement

This Executive Severance and Change in Control Agreement (this “Agreement”) is entered into by and between Docusign, Inc., a Delaware corporation (the “Company”) and Paula Hansen (the “Executive”), an employee of the Company, effective as of Executive’s commencement of employment with the Company (the “Effective Date”). In exchange for the Executive’s execution of this Agreement, the Executive will be eligible to receive certain payments and benefits in the event of Executive’s qualifying termination of employment, subject to the terms and conditions of this Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Exhibit A or Exhibit B, as applicable.

1.            At-Will Employment. Nothing in this Agreement alters the at-will nature of Executive’s employment. Executive and the Company remain free to terminate the employment relationship at any time, for any reason, with or without notice. Upon any termination of the employment relationship, Executive will resign from all officer and director positions with the Company and/or any parent, subsidiary or affiliate (unless otherwise requested by the Company).

2.            Benefits Upon Qualifying Termination Outside a Change in Control Period. Upon Executive’s Qualifying Termination outside a Change in Control Period, and subject to the Executive’s satisfaction of the Payment Conditions and subject to the terms of this Agreement, the Company will provide Executive with the following severance benefits (the payments and benefits pursuant to subsections 2(a) through 2(d), the “Outside CIC Severance”):

a.            Salary Payment. An amount equal to the product of (x) the Executive’s Monthly Base Salary, multiplied by (y) twelve (12), payable in a single lump-sum in the Company’s first regular payroll following the Release Deadline.

b.            Bonus Payment. An amount equal to 100% of the Executive’s Target Bonus, payable in a single lump-sum in the Company’s first regular payroll following the Release Deadline.

c.            COBRA Benefit. If the Executive participates in the Company’s group health insurance plans (major medical, dental and vision) on the date of the Executive’s Qualifying Termination and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”), the Company will pay the COBRA premiums to continue such coverage (including for the Executive and the Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage) for the COBRA Payment Period. For purposes of the foregoing, “COBRA Payment Period” shall mean the period beginning on the first day following the day that the Executive’s active employee health coverage ends as the result of Executive’s Separation, and ending on the earliest to occur of (i) twelve (12) months (the “COBRA Multiple”), (ii) the expiration of the Executive’s eligibility for continuation coverage under COBRA, and (iii) the first month for which the Executive is eligible for health insurance coverage in connection with new employment or self-employment. Alternatively, the Company may elect to pay Executive a taxable cash payment in lieu of the continued coverage, equal to the amount that the Company would have otherwise paid for the COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments for the COBRA Payment Period, except that payments shall commence (with any make-up payments) in the Company’s first regular payroll following the Release Deadline. Continued health coverage or payment of a taxable cash amount pursuant to the foregoing is referred to as the “COBRA Benefit”.

d.            Equity Vesting Acceleration. Each of the Executive’s then-outstanding Company Equity Awards (other than Performance Awards) shall accelerate and become vested and exercisable or settled with respect to the number of shares subject to each such award that would have become vested, in the ordinary course, within the first twelve (12) months following Executive’s Qualifying Termination. Performance Awards shall be governed by the applicable Company equity plan and the written award agreements governing their grant.

3.            Qualifying Termination During a Change in Control Period. Upon Executive’s Qualifying Termination during a Change in Control Period, and subject to Executive’s satisfaction of the Payment Conditions and subject to the terms of this Agreement, the Company will provide Executive with the following severance benefits (the payments and benefits pursuant to subsections 3(a) through 3(c), the “CIC Severance”):

a.            Salary Payment. An amount equal to the product of (x) the Executive’s Monthly Base Salary, multiplied by (y) twelve (12), payable in a single lump-sum in the Company’s first regular payroll following the Release Deadline.

b.            Bonus Payment. An amount equal to 100% of the Executive’s Target Bonus, payable in a single lump-sum in the Company’s first regular payroll following the Release Deadline.

c.            COBRA Benefit. The COBRA Benefit, provided that the COBRA Multiple shall be twelve (12) months.

d.            Equity Vesting Acceleration.

i.            Each of the Executive’s then-outstanding Company Equity Awards (other than Performance Awards) shall accelerate and become vested and exercisable or settled in full. To permit the foregoing acceleration in the event Executive’s Qualifying Termination occurs within 90 days prior to a Change in Control, any then-unvested Company Equity Awards will not terminate and will remain outstanding (provided that in no event will any Company Equity Award remain outstanding beyond the expiration of its maximum term) and eligible for acceleration and settlement, as applicable, with respect to the proposed Change in Control. In the event that the proposed Change in Control is not completed during such 90-day period, any unvested Company Equity Awards shall automatically be forfeited effective 90 days following Executive’s Qualifying Termination. Performance Awards shall be governed by the applicable Company equity plan and the written award agreements governing their grant.

ii.           Notwithstanding the foregoing, if any of Executive’s then-outstanding Equity Awards are not assumed, continued or substituted in connection with a Change in Control, then the vesting of such Equity Awards will accelerate in full immediately prior to the Change in Control; provided, that any then-outstanding Performance Awards, if any, will be subject to the applicable equity award agreement.

4.            Termination for Any Reason. In the event Executive’s employment is terminated by the Company or by Executive (including due to Executive’s death or disability), Executive will be paid: (i) any earned but unpaid Base Salary, (ii)  other unpaid and then-vested amounts, including any amount payable to Executive under the specific terms of any insurance and health and benefit plans in which Executive participates, unless otherwise specifically provided in this Agreement and (iii) reimbursement for all reasonable and necessary expenses incurred by Executive in connection with Executive’s performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment.

5.            Payment Conditions. In order to be eligible to receive any of the Outside CIC Severance or the CIC Severance, as applicable, Executive must satisfy the following conditions (collectively, the “Payment Conditions”):

a.            execute and return a general waiver and release of all claims, in a form provided by the Company, and allow such release to become non-revocable prior to the 60th day, or such earlier deadline specified in the Release, following Executive’s Separation (the “Release Deadline”);

b.            comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement;

c.            resign from all officer and director positions with the Company and/or any parent, subsidiary or affiliate (unless otherwise requested by the Company);

d.            return all Company Property to the Company; and

e.            The Executive further agrees that, during the twelve (12) month period following his or her cessation of employment, he or she shall not in any way or by any means disparage the Company, the members of the Board or the Company’s officers and employees.

6.            Clawback/Recoupment. All amounts payable to Executive hereunder shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy, and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law during the term of Executive’s employment with the Company that is applicable generally to executive officers of the Company. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a “constructive” termination without “Cause” under this Agreement.

7.            Section 409A and Section 280G. Executive and the Company understand that payments and benefits under this Agreement may be subject to Section 409A and Section 280G of the Code, each as may be amended or modified from time to time. The parties agree to abide by the Section 409A and Section 280G provisions contained in Exhibit B to this Agreement.

8.            Miscellaneous Provisions.

a.            Withholding. All payments and benefits under this Agreement will be subject to all applicable deductions and withholdings, including obligations to withhold for federal, state, provincial, foreign and local income and employment taxes. Executives agrees that Executive will be responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment made hereunder, that Executive’s receipt of any benefit hereunder is conditioned on Executive’s satisfaction of any applicable withholding or similar obligations that apply to such benefit, and that any cash payment owed hereunder will be reduced to satisfy any such withholding or similar obligations that may apply.

b.            Complete Agreement. Notwithstanding anything to the contrary herein, this Agreement supersedes any agreement (or portion thereof) concerning similar subject matter dated prior to the Effective Date, and by execution of this Agreement both parties agree that any such predecessor agreement (or portion thereof) shall be deemed null and void; provided that, for clarification purposes, this Agreement shall not affect any agreement between the Company and Executive regarding intellectual property matters, non-solicitation or non-competition restrictions or confidential information. The parties further agree that this Agreement does not supersede the provisions of Executive’s offer letter or employment agreement with the Company which do not address termination or severance benefits or Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.

c.            Waiver. No provision of this Agreement may be waived unless the waiver is agreed to in writing and signed by Executive and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement shall be considered a waiver at another time.

d.            Successors and Assigns. This Agreement is personal to Executive and will not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. From and after a Change in Control, the term “Company” when used in this Agreement will also be read to include any entity that actually employs Executive, if different from the Company.

e.            Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without reference to conflict of laws provisions, and the parties hereto submit to the exclusive jurisdiction of the state and federal courts of the State of California.

f.            Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

g.            Notice. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Executive shall be addressed to Executive at the home address which Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Board.

h.            Acknowledgement. By executing this Agreement, Executive acknowledges and agrees that Executive has had the opportunity to consult with Executive’s own counsel and has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company or any other person other than those contained in writing herein.

i.             Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and facsimile and electronic signatures shall be equivalent to original signatures.

[Signature Page to Executive Severance and Change in Control Agreement Follows]

In Witness Whereof, the parties have executed this Agreement as of the date written below.

[Signature Page to Executive Severance and Change in Control Agreement]

Exhibit A

Definitions

“Base Salary” shall mean Executive’s monthly base salary at the rate in effect immediately prior to Executive’s Separation (ignoring any decrease in base salary that forms the basis for Good Reason, as applicable).

“Board” means the board of directors of the Company.

“Cause” shall mean the occurrence of one or more of the following:

i.            Executive’s willful and continued failure to perform the duties and responsibilities of Executive’s position after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s belief that Executive has not substantially performed Executive’s duties and provides Executive with thirty (30) days to take corrective action;

ii.           any act of personal dishonesty taken by Executive in connection with Executive’s responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in substantial personal enrichment of Executive;

iii.          Executive’s conviction of, or plea of nolo contendere to, a felony;

iv.          Executive’s commission of any tortious act, unlawful act or malfeasance which causes or reasonably could cause (for example, if it became publicly known) material harm to the Company’s standing, condition or reputation;

v.           any material breach by Executive of the provisions of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement or other improper disclosure of the Company’s confidential or proprietary information;

vi.          a breach of any fiduciary duty owed to the Company by Executive that has or could reasonably be expected to have a material detrimental effect on the Company’s reputation or business;

vii.         Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or

viii.        a material breach by Executive of any written Company policy or the Company’s code of conduct that has been made available to Executive prior to such breach;

provided, however, that the action or conduct described in the clauses above (excluding (iii)) will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable. A determination of Cause shall be made by the Board or the Committee in its sole and absolute discretion.

“Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Executive in connection with an Award, such transaction also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder):

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; or

(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;

Notwithstanding the foregoing definition or any other provision of the Agreement, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Capitalized terms used but not defined in the foregoing definition of Change in Control shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan.

“Change in Control Period” shall mean the period beginning 90 days prior to, and ending on the 12- month anniversary of, the effective date of a Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and formal guidance promulgated thereunder.

“Committee” means the Compensation and Leadership Development Committee of the Board.

“Company Equity Awards” means all awards for shares of Company common stock granted under any of the Company’s equity incentive plans.

“Company Property” shall mean all material paper and electronic Company documents (and all copies, reproductions or summaries thereof) created and/or received by the Executive during the Executive’s period of employment with the Company and other material Company materials and property (including Company laptop computers and mobile devices), that the Executive has in the Executive’s possession or control, including materials of any kind that contain or embody any proprietary or confidential information of the Company (and all copies, reproductions or summaries thereof, in whole or in part). For the avoidance of doubt, Company Property shall not include the Executive’s personal copies of documents evidencing the Executive’s hire, termination, compensation, benefits and stock options and any other documentation received as a stockholder of the Company. For purposes of the foregoing definition of Company Property, “Company” shall include the Company and its parents and subsidiaries.

“Good Reason” for Executive’s resignation of employment will exist following the occurrence of any of the following without Executive’s express written consent:

i.            a material reduction in Executive’s duties or responsibilities;

ii.           a material reduction in Executive’s base compensation, unless such reduction is made in connection with a similar action affecting all senior executives; or

iii.          a relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation.

In order to resign for Good Reason, all of the following requirements must be satisfied: (a) Executive must provide written notice to the Board within 90 days after the initial existence of one or more of the conditions set forth above, (b) the Company will have 30 days from receipt of such written notice to cure such condition (and, if it does so, the Executive may withdraw Executive’s resignation or may resign with no Agreement benefits), and (c) if such condition is not reasonably cured within such period, or the Company advises Executive in writing that it does not intend to cure, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the earlier of the expiration of the Company’s cure period or the date that the Company advises Executive in writing that it does not intend to cure. For the purposes of delivery of notice under subsection (a) of this paragraph, a material reduction, or a relocation, that occurs incrementally over a period of time (not to exceed twelve (12) months) shall be deemed to have occurred when such reduction or relocation, in the aggregate, becomes material or meets the applicable threshold, as applicable.

“Performance Awards” means Company Equity Awards subject to performance-based vesting.

“Qualifying Termination” shall mean Executive’s Separation due to (i) the termination of Executive’s employment by the Company without Cause or (ii) the Executive’s resignation for Good Reason. For the avoidance of doubt, in no event will a Separation resulting from (a) the Executive’s termination for Cause or (b) the Executive’s death or disability constitute a Qualifying Termination.

“Section 409A” means Section 409A of the Code and the regulations thereunder.

“Separation” shall mean a “separation from service” as defined in the regulations under Section 409A.

“Target Bonus” shall mean Executive’s target annual bonus for the performance year in which Executive’s Separation occurs.

Exhibit B

Section 409A and Section 280G Matters

Section 409A

It is intended that the Agreement shall comply with the requirements of Section 409A of the Code, and any payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of the Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A.

No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under the Agreement or otherwise will be payable until Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder.

If the period during which Executive may sign the Release begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that would constitute deferred compensation within the meaning of Section 409A of the Code will be paid or provided until the later calendar year.

The severance payments and benefits under the Agreement are intended to satisfy the exemptions from application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A- l(b)(4), 1.409A-l(b)(5) and 1.409A-l(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A of the Code, any payments payable under the Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A of the Code and that would (but for this provision) be payable within 6 months following the date of termination, shall instead be paid on the next business day following the expiration of such six month period or, if earlier, upon Executive’s death. Each installment payment under the Agreement is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i).

Section 280G

If any payment or benefit (including payments and benefits pursuant to the Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (2) payment of only a portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision.

The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firm required to be made hereunder.

The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within a reasonable period after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in the Agreement or otherwise, the Company may require Executive to submit any payment or benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(l) of the Code) for approval by the Company’s stockholders prior to the Closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no payments or benefits will be deemed to constitute a “parachute payment” subject to the excise taxes under Sections 280G and 4999 of the Code.