Five9, Inc. Sample Contracts

Five9, Inc. – BISHOP RANCH BUILDING LEASE (May 1st, 2019)

This Lease is made and entered into this 16th day of December, 2011, by and between Alexander Properties Company, a California limited partnership, (hereinafter “Landlord”) and five9, Inc., a Delaware corporation (hereinafter “Tenant”). For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises herein described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.

Five9, Inc. – FIVE9, INC. (April 9th, 2019)
Five9, Inc. – Five9, Inc. Non-Employee Director Compensation Policy (February 25th, 2019)

Each member of the Board of Directors (the “Board”) of Five9, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such non-employee member, a “Director”) will receive the following compensation for his or her Board service, unless and until changed by the Board.

Five9, Inc. – Five9, Inc. 2019 Executive Bonus Program (February 25th, 2019)

On February 11, 2019, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Five9, Inc. (the “Company”) approved performance targets for the year ending December 31, 2019 that will be used to determine the amount of cash bonus awards that may be earned, on a quarterly basis, by the Company’s Section 16 officers pursuant to the Company’s 2019 bonus program (the “2019 Bonus Program”).

Five9, Inc. – Release Agreement (July 26th, 2018)

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by Five9, Inc. (the “Company”) or an affiliate of the Company that is not expressly stated herein or therein. Certain capitalized terms used in this Release are defined in the Plan.

Five9, Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 8th, 2018)

This Second Amendment to Loan and Security Agreement is entered into as of May 2, 2018 (this “Agreement”), by and among CITY NATIONAL BANK (“CNB”), as a Lender (as defined below) and in its capacity as administrative agent for the Lenders, SILICON VALLEY BANK (“SVB”, and collectively, with CNB, the “Lenders”, and each, a “Lender”), as a Lender, and FIVE9, INC. (“Borrower”).

Five9, Inc. – [Dealer Address] (May 8th, 2018)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Five9, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Five9, Inc. – 0.125% Convertible Senior Notes due 2023 (May 8th, 2018)

INDENTURE, dated as of May 8, 2018, between FIVE9, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in ‎Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in ‎Section 1.01).

Five9, Inc. – Five9, Inc. Announces Pricing of $225 Million Convertible Notes Offering (May 4th, 2018)

SAN RAMON, Calif. - May 3, 2018 - Five9, Inc. (NASDAQ: FIVN) today announced the pricing of $225 million aggregate principal amount of 0.125% convertible senior notes due 2023 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The size of the offering was increased from the previously announced $200 million aggregate principal amount of notes. Five9 also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $33.75 million aggregate principal amount of the notes.

Five9, Inc. – Five9, Inc. Announces $200 Million Convertible Notes Offering (May 4th, 2018)

SAN RAMON, Calif. – May 2, 2018 – Five9, Inc. (NASDAQ: FIVN) today announced its intention to offer, subject to market conditions and other factors, $200 million aggregate principal amount of convertible senior notes due 2023 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Five9 also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $30 million aggregate principal amount of the notes.

Five9, Inc. – NEWS RELEASE (May 1st, 2018)

SAN RAMON, Calif. – May 1, 2018 – Five9, Inc. (NASDAQ: FIVN), a leading provider of cloud contact center software for the digital enterprise, today announced that its Board of Directors has appointed Rowan Trollope as CEO effective May 3rd. Trollope was formerly SVP & General Manager of Cisco’s Applications Group.

Five9, Inc. – Five9, Inc. 2018 Executive Bonus Program (March 1st, 2018)

On February 8, 2018, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Five9, Inc. (the “Company”) approved performance targets for the year ending December 31, 2018 that will be used to determine the amount of cash bonus awards that may be earned, on a quarterly basis, by the Company’s Section 16 officers pursuant to the Company’s 2018 bonus program (the “2018 Bonus Program”).

Five9, Inc. – BISHOP RANCH BUILDING LEASE (March 1st, 2018)

This Lease is made and entered into this 16th day of December, 2011, by and between Alexander Properties Company, a California limited partnership, (hereinafter “Landlord”) and five9, Inc., a Delaware corporation (hereinafter “Tenant”). For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises herein described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.

Five9, Inc. – INDEPENDENT CONTRACTOR AGREEMENT (November 8th, 2017)

This Agreement is entered into as of November 8, 2017 by and between Five9, Inc., a Delaware corporation (hereinafter, “Company”), and Michael Burkland (hereinafter “Consultant”) to be effective as of the Resignation Effective Date (as defined below). The Company and Consultant are jointly referred to herein as the “Parties” and in some cases individually as a “Party.”

Five9, Inc. – NEWS RELEASE (November 8th, 2017)

San Ramon, Calif. – November 8, 2017 - Five9, Inc. (NASDAQ:FIVN), a leading provider of cloud software for the enterprise contact center market, today said that Mike Burkland, Chairman, President and Chief Executive Officer, has informed the Company’s Board of Directors that he will be transitioning from his roles as CEO and President to become Executive Chairman of the Board in order to focus more of his time on his health and family. In October, Mr. Burkland was diagnosed with Stage 4 cancer and will be undergoing aggressive treatment over the next several months.

Five9, Inc. – Five9, Inc. Non-Employee Director Compensation Policy (February 28th, 2017)

Each member of the Board of Directors (the “Board”) of Five9, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such non-employee member, a “Director”) will receive the following compensation for his or her Board service, unless and until changed by the Board.

Five9, Inc. – Five9, Inc. 2017 Executive Bonus Plan (February 28th, 2017)

On February 9, 2017, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Five9, Inc. (the “Company”) approved performance targets for the year ending December 31, 2017 that will be used to determine the amount of cash bonus awards that may be earned, on a quarterly basis, by the Company’s Section 16 officers pursuant to the Company’s 2017 bonus program (the “2017 Bonus Program”).

Five9, Inc. – FIVE9, INC. CITY NATIONAL BANK SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (August 3rd, 2016)

This LOAN AND SECURITY AGREEMENT is entered into as of August 1, 2016 (this “Agreement”), by and among CITY NATIONAL BANK (“CNB”), as a Lender (as defined below) and in its capacity as administrative agent for the Lenders, SILICON VALLEY BANK (“SVB”, and collectively, with CNB, the “Lenders”, and each, a “Lender”), as a Lender, and FIVE9, INC. (“Borrower”).

Five9, Inc. – Five9, Inc. 2016 Executive Bonus Plan (March 3rd, 2016)

On February 18, 2016, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Five9, Inc. (the “Company”) approved performance targets for the year ending December 31, 2016 that will be used to determine the amount of cash bonus awards that may be earned, on a quarterly basis, by the Company’s Section 16 officers pursuant to the Company’s 2016 bonus program (the “2016 Bonus Program”).

Five9, Inc. – Five9, Inc. Non-Employee Director Compensation Policy (March 3rd, 2016)

Each member of the Board of Directors (the “Board”) of Five9, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such non-employee member, a “Director”) will receive the following compensation for his or her Board service, unless and until changed by the Board.

Five9, Inc. – INDEMNIFICATION AGREEMENT (August 5th, 2015)

This Indemnification Agreement ("Agreement") is made as of ________ __, 20__ by and between Five9, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Five9, Inc. – Five9, Inc. 2015 Executive Bonus Plan (March 10th, 2015)

On February 3, 2015, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Five9, Inc. (the “Company”) approved performance targets for the year ending December 31, 2015 that will be used to determine the amount of cash bonus awards that may be earned, on a quarterly basis, by the Company’s Section 16 officers pursuant to the Company’s 2015 bonus program (the “2015 Bonus Program”).

Five9, Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 25th, 2015)

This Second Amendment to Loan and Security Agreement (the “Amendment”) is dated as of February 19, 2015, by and among (i) FIVE9, INC., a Delaware corporation and FIVE9 ACQUISITION LLC, a Delaware limited liability company (collectively, “Borrower”), (ii) FIFTH STREET FINANCE CORP., a Delaware corporation, as the administrative agent for the Lenders (in such capacity, “Agent”), and (iii) the lenders identified on the signature pages hereof (collectively, “Lenders”).

Five9, Inc. – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (December 18th, 2014)

This First Amendment to Loan and Security Agreement (the “Amendment”) is dated as of December 16, 2014, by and among (i) FIVE9, INC., a Delaware corporation and FIVE9 ACQUISITION LLC, a Delaware limited liability company (collectively, “Borrower”), (ii) FIFTH STREET FINANCE CORP., a Delaware corporation, as the administrative agent for the Lenders (in such capacity, “Agent”), and (iii) the lenders identified on the signature pages hereof (collectively, “Lenders”).

Five9, Inc. – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (December 18th, 2014)

This Third Amendment to Loan and Security Agreement is entered into as of December 16, 2014 (this “Amendment”), by and between CITY NATIONAL BANK (“Bank”) and FIVE9, INC., a Delaware corporation (“Borrower”).

Five9, Inc. – THIRD AMENDMENT TO (May 14th, 2014)

This Third Amendment to the Eighth Amended and Restated Stockholders’ Agreement (this “Amendment”) is made as of April 15, 2014 (the “Effective Date”), by and among Five9, Inc., a Delaware corporation (the “Company”), and the Holders (as defined in the Eighth Amended and Restated Stockholders’ Agreement made as of October 28, 2013 (as amended, the Existing Agreement”)) signatory hereto. Capitalized terms used, but not otherwise defined, in this Amendment will have the meanings given to such terms in the Existing Agreement.

Five9, Inc. – JOINDER (May 14th, 2014)

This Joinder (the “Joinder”) to the Eighth Amended and Restated Stockholders’ Agreement dated October 28, 2013, as amended to date, by and among Five9, Inc., a Delaware corporation (the “Company”), and the other signatories thereto (the “Stockholders’ Agreement”), is made and entered into as of April 1, 2014, between the Company and ATEL Ventures, Inc., as Trustee (the “Warrant Holder”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Stockholders’ Agreement.

Five9, Inc. – NEWS RELEASE (May 13th, 2014)

SAN RAMON, CALIF. – May 13, 2014 – Five9, Inc. (NASDAQ: FIVN), a leading provider of cloud contact center software, today reported results for the first quarter ended March 31, 2014.

Five9, Inc. – AMENDED AND RESTATED BYLAWS OF FIVE9, INC. (April 10th, 2014)
Five9, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIVE9, INC. (April 10th, 2014)

Five9, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

Five9, Inc. – Five 9, Inc. Amended and Restated 2004 Equity Incentive Plan (April 3rd, 2014)
Five9, Inc. – FIVE9, INC. Shares of Common Stock, par value $0.001 Underwriting Agreement (April 3rd, 2014)
Five9, Inc. – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIVE9, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) (April 3rd, 2014)

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.”

Five9, Inc. – FIVE9, INC. Shares of Common Stock, par value $0.001 Underwriting Agreement (March 24th, 2014)
Five9, Inc. – FIVE9, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 6, 2014 APPROVED BY THE STOCKHOLDERS: MARCH 16, 2014 (March 24th, 2014)