Docusign Inc Sample Contracts

Docusign, Inc. – DOCUSIGN, INC. (September 6th, 2019)

Each member of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”) who is a non- employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

Docusign, Inc. – DocuSign, Inc. Performance Stock Unit Grant Notice (2018 Equity Incentive Plan) (September 6th, 2019)

DocuSign, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby awards to Participant the number of performance-vested Restricted Stock Units (the “PSUs”) set forth below (the “Award”). The Award is subject to all of the terms and conditions of this Performance Stock Unit Grant Notice, the Performance Goals and Vesting Criteria set forth on Attachment I to this Grant Notice, and the PSU Terms and Conditions (collectively, including all attachments and exhibits, the “Award Agreement”) and the Plan.

Docusign Inc – RETIREMENT AGREEMENT AND GENERAL RELEASE (March 26th, 2019)

THIS RETIREMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), is made by and between DocuSign, Inc., a Delaware corporation (the “Company”), and Neil Hudspith (“Executive” or “Employee”) and together with the Company, the “Parties”.

Docusign Inc – December 31, 2017 June 30, 2018 Assets Current Assets Cash and cash equivalents $ 5,965,128 $ 10,057,588 Accounts receivable, less allowance for doubtful accounts of $931,562 and $661,546, respectively 4,363,413 3,287,257 Prepaid expenses and other current assets 1,484,463 1,740,090 VAT receivable 500,761 11,456 Deferred commissions 1,172,743 1,250,820 Deferred costs 641,631 601,665 Total Current Assets 14,128,139 16,948,876 Property and Equipment, net 6,235,460 6,108,905 Deferred Costs, less current portion 1,448,844 1,158,988 Total Assets $ 21,812,443 $ 24,216,769 Liabilities and Stockholder (September 25th, 2018)
Docusign Inc – INDEPENDENT AUDITOR’S REPORT (September 25th, 2018)

We have audited the accompanying financial statements of SpringCM Inc., which comprise the balance sheet as of December 31, 2017, and the related statements of operations, changes in mezzanine equity, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes to the financial statements.

Docusign Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (September 25th, 2018)

On September 4, 2018, DocuSign, Inc. ("DocuSign," "we," "our" or "us"), through its wholly-owned subsidiary Sparrow Merger Sub, Inc., a Delaware corporation ("Merger Sub"), completed our previously announced acquisition of SpringCM Inc., a Delaware corporation (“SpringCM”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated July 31, 2018, by and among us, Merger Sub, SpringCM and TF Corporate Services LLC, as the stockholders’ representative thereunder (the "Merger"). Pursuant to the Merger Agreement, Merger Sub was merged with and into SpringCM. SpringCM continued as the surviving company and became our wholly-owned subsidiary.

Docusign Inc – DOCUSIGN, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 18, 2018 0.50% Convertible Senior Notes due 2023 (September 18th, 2018)

INDENTURE dated as of September 18, 2018 between DOCUSIGN, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Docusign Inc – To: DocuSign, Inc. 221 Main Street, Suite 1000 San Francisco, California 94105 From: [Dealer] Re: [Base][Additional] Capped Call Transaction Date: September [13][14], 2018 (September 18th, 2018)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and DocuSign, Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

Docusign Inc – Shares DOCUSIGN, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT September , 2018 (September 11th, 2018)
Docusign Inc – DocuSign signs definitive agreement to acquire SpringCM Transaction accelerates DocuSign’s System of Agreement vision (July 31st, 2018)

SAN FRANCISCO, CA, and CHICAGO, IL.—July 31, 2018—As part of its vision to modernize companies’ Systems of Agreement (SofA), DocuSign Inc. (Nasdaq: DOCU) today announced that it has signed a definitive agreement to acquire SpringCM, a leading cloud-based document generation and contract lifecycle management software company based in Chicago.

Docusign Inc – AGREEMENT AND PLAN OF MERGER by and among DOCUSIGN, INC., SPARROW MERGER SUB, INC., SPRINGCM INC., AND TF CORPORATE SERVICES LLC As Stockholders’ Representative July 31, 2018 (July 31st, 2018)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 31, 2018 (the “Agreement Date”) by and among DocuSign, Inc., a Delaware corporation (“Parent”), Sparrow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), SpringCM Inc., a Delaware corporation (the “Company”), and TF Corporate Services LLC, in its capacity as the representative of the Company Indemnitors (the “Stockholders’ Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Docusign Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOCUSIGN, INC. (May 1st, 2018)
Docusign Inc – DOCUSIGN, INC. 2003 STOCK PLAN STOCK OPTION AGREEMENT (May 1st, 2018)

Unless otherwise defined herein, the tenns defined in the 2003 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

Docusign Inc – DOCUSIGN, INC. 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 28, 2018 APPROVED BY THE STOCKHOLDERS: APRIL 12, 2018 IPO DATE: APRIL 26, 2018 (May 1st, 2018)
Docusign Inc – DOCUSIGN, INC. AMENDED AND RESTATED 2003 STOCK PLAN (May 1st, 2018)
Docusign Inc – DOCUSIGN, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 28, 2018 APPROVED BY THE STOCKHOLDERS: APRIL 12, 2018 IPO DATE: APRIL 26, 2018 (May 1st, 2018)
Docusign Inc – April 11, 2018 Michael Sheridan Re: Restated Employment Terms Dear Mike: (April 25th, 2018)

This offer letter (the “Agreement”) amends and restates the offer letter between you and DocuSign, Inc. (the “Company”) dated August 3, 2015 (the “Prior Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, and will supersede and replace the terms and conditions set forth in the Prior Agreement.

Docusign Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOCUSIGN, INC. (April 17th, 2018)
Docusign Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOCUSIGN, INC. (April 17th, 2018)

DocuSign, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), by its duly authorized officer, does hereby certify that:

Docusign Inc – [●] Shares DOCUSIGN, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT (April 17th, 2018)
Docusign Inc – DOCUSIGN, INC. AMENDED AND RESTATED RETENTION AGREEMENT (April 17th, 2018)

This Amended and Restated Retention Agreement (the “Agreement”) is effective as of March 30, 2018, by and between Reginald Davis (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”), and amends and restates the prior Retention Agreement between Executive and the Company dated September 10, 2016.

Docusign Inc – April 11, 2018 Michael Sheridan Re: Restated Employment Terms Dear Mike: (April 17th, 2018)

This offer letter (the “Agreement”) amends and restates the offer letter between you and DocuSign, Inc. (the “Company”) dated August 3, 2015 (the “Prior Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, and will supersede and replace the terms and conditions set forth in the Prior Agreement.

Docusign Inc – DOCUSIGN, INC. AMENDED AND RESTATED RETENTION AGREEMENT (April 17th, 2018)

This Amended and Restated Retention Agreement (the “Agreement”) is effective as of March 30, 2018, by and between Neil Hudspith (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”), and amends and restates the prior Retention Agreement between Executive and the Company dated September 14, 2016.

Docusign Inc – March 31, 2017 Scott Olrich Re: Offer of Employment Dear Scott: (April 3rd, 2018)

I am pleased to offer you a position with DocuSign, Inc. (the “Company”) as Chief Strategy and Marketing Officer, based in our San Francisco office, reporting to me, commencing on or before April 3, 2017.

Docusign Inc – October 5, 2017 Kirsten Wolberg Re: Offer of Employment Dear Kirsten: (April 3rd, 2018)

I am pleased to offer you a position with DocuSign, Inc. (the “Company”) as Chief Technology and Operations Officer, based in our San Francisco office, reporting to me, commencing on November 1, 2017.

Docusign Inc – October 4, 2015 Rory O’Driscoll, Member, Board of Directors DocuSign, Inc. San Francisco, CA 94105 Dear Rory: (April 3rd, 2018)

As we have discussed, this letter sets forth the terms of the transition agreement (the “Agreement”) between me and DocuSign, Inc. (the “Company”). As provided below, this Agreement modifies the Employment Agreement between me and the Company, dated August 5, 2011 (the “Prior Agreement”). This Agreement memorializes our mutual intent to agree that, subject in all cases to the specific terms in paragraphs 1 through 10 below: (i) my option vesting schedule will be modified as discussed below; (ii) I will remain as CEO with my current cash compensation and benefits until a successor CEO begins work, subject in all cases to the rights and obligations of the Board under the Prior Agreement, unless superseded herein, and with respect to employees and officers under applicable law and the Company’s Bylaws (the “Legal Duties”); (iii) I will continue to serve as Chairman for three years following the successor CEO’s start date, without cash compensation, subject to the Legal Duties; and (iv) I

Docusign Inc – FIRST AMENDMENT TO OFFICE LEASE (March 28th, 2018)

This First Amendment to Office Lease (this “First Amendment”) is made and entered into as of January 24, 2013, by and between 221 MAIN PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and DOCUSIGN, INC., a Washington corporation (“Tenant”).

Docusign Inc – AMENDED AND RESTATED BYLAWS OF DOCUSIGN, INC. (A DELAWARE CORPORATION) (March 28th, 2018)
Docusign Inc – DOCUSIGN, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN (as of March 17, 2018) (March 28th, 2018)
Docusign Inc – DOCUSIGN, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED: MARCH 17, 2018 (March 28th, 2018)

Each member of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service following the closing of the initial public offering of the Company’s common stock (the “IPO”).

Docusign Inc – DOCUSIGN, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2018 EQUITY INCENTIVE PLAN) (March 28th, 2018)

DocuSign, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby awards to Participant the number of Restricted Stock Units set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”) and the RSU Terms and Conditions (including Appendix A) (collectively, the “RSU Award Agreement”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan. In the event of any conflict between the terms in the RSU Award Agreement and the Plan, the terms of the Plan will control.

Docusign Inc – DOCUSIGN, INC. AMENDED AND RESTATED RETENTION AGREEMENT (March 28th, 2018)

This Amended and Restated Retention Agreement (the “Agreement”) is effective as of March 27, 2018, by and between Scott Olrich (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”), and amends and restates the prior Retention Agreement and Change in Control Plan between Executive and the Company dated April 3, 2017.

Docusign Inc – SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (March 28th, 2018)

This Second Amendment to Credit Agreement and Waiver (this “Agreement”) is dated and effective as of July 28, 2017 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning herein

Docusign Inc – Contract (March 28th, 2018)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

Docusign Inc – FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (March 28th, 2018)

This First Amendment to Credit Agreement and Waiver (this “Agreement”) is dated and effective as of April 28, 2016 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning herein