Duck Creek Technologies, Inc. [·] Shares of Common Stock Underwriting AgreementDuck Creek Technologies, Inc. • July 23rd, 2020 • Services-prepackaged software • New York
Duck Creek Technologies, Inc., a Delaware corporation (the “Corporation”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.01 per share (“Common Stock”), of the Corporation (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Corporation (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Corporation to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CREDIT AGREEMENT Dated as of October 4, 2016 Among DISCO TOPCO HOLDINGS (CAYMAN), L.P., as Holdings, DUCK CREEK TECHNOLOGIES LLC, as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender,...Credit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of October 4, 2016, among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into on this 1st day of August, 2016 by and between Duck Creek Technologies, LLC (the “Company”) and Matthew R. Foster (the “Employee”).
DUCK CREEK TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT Dated [___], 2020Stockholders Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of [●] among (i) Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), (ii) Accenture LLP, an Illinois limited liability partnership (“Accenture LLP”), (iii) Accenture Holdings, BV, a Dutch private company with limited liability (“Accenture BV”, and together with Accenture LLP, the “Accenture Investors”), and (iv) Disco (Guernsey) Holdings L.P. Inc., a Guernsey limited partnership (the “Apax Investor”, and together with the Accenture Investors, the “Investor Parties”). As used in this Agreement, the terms “Accenture Investors” and “Apax Investor” shall each also mean and include any of its Affiliates that hold Common Stock (as defined in Section 1).
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and _________________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
DUCK CREEK TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
DUCK CREEK TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [•], between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This AMENDMENT AGREEMENT (this “Amendment No. 1”), dated as of November 21, 2017, made by and among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender party hereto amends the Credit Agreement, dated as of October 4, 2016, (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, BofA as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
EMPLOYMENT AGREEMENTIncentive Unit Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into on this 1st day of August, 2016 by and between Duck Creek Technologies, LLC (the “Company”) and Michael A. Jackowski (the “Employee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This AMENDMENT AGREEMENT (this “Amendment No. 2”), dated as of October 2, 2019, made by and among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender party hereto amends the Credit Agreement, dated as of October 4, 2016, as amended by that certain Amendment No. 1 to Credit Agreement dated as of November 21, 2017 (and as further amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, BofA as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the E
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
