EX-10.13




 Exhibit 10.13 

June 3, 2015 
 Michael Capellas 

Dear Michael: 
 I am pleased to offer you a seat
on the Board of Directors of MuleSoft, Inc. (the “Company”), where you will serve as a member of the Audit Committee of the Board of Directors. In addition, concurrent with the Company’s anticipated initial public offering, it is
our expectation that you’d be appointed to serve as the lead independent director. 
 If you accept this offer, the Board is prepared
to grant you an option to purchase 141,542 shares of the Company’s Common Stock. Twenty five percent (25%) of the shares subject to the option shall vest 12 months after the date your vesting begins subject to your continuing service with
the Company, and no shares shall vest before such date. The remaining shares shall vest monthly over the next 36 months in equal monthly amounts subject to your continuing service as a member of the Board of Directors. This option grant
shall be subject to the terms and conditions of the Company’s Stock Option Plan and Stock Option Agreement. No right to any stock is earned or accrued until such time that vesting occurs. 

In the event that there is a Change of Control (i.e., (i) any sale or exchange of the capital stock by the stockholders of the Company in
one transaction or series of related transactions where more than 50% of the outstanding voting power of the Company as of immediately prior to such transaction is acquired by a person or entity or group of related persons or entities; (ii) any
reorganization, consolidation or merger of the Company where the outstanding voting securities of the Company immediately before the transaction represent or are converted into less than 50% of the outstanding voting power of the surviving entity
(or its parent corporation, if the surviving entity is wholly owned by the parent) immediately after the transaction; or (iii) the consummation of any transaction or series of related transactions that results in the sale of all or
substantially all of the assets of the Company) and you execute a general release in a form provided by the Company at the time of the Change of Control, then the vesting with respect to 50% of the then unvested shares subject to the Option or
subsequently granted options will accelerate and become vested. 
 The Company will reimburse, on a pre-approved basis, the reasonable hotel
accommodations and travel costs you incur to attend Board meetings and other events attended at the Company’s request. 
 You hereby
agree to hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and you will not (i) use the Confidential Information for any purpose whatsoever other
than as necessary for your performance as a member of the Board, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company. You agree that your obligations
under this Section shall continue after the termination of your directorship. You agree that you will 








 
not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer or other person or entity with which you have an
obligation to keep in confidence. You also agree that you will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to
any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party. You recognize that the Company has received and in the future will receive from third parties their confidential or proprietary
information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree that at all times during the term of your directorship and thereafter, you
owe the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in
carrying out your performance as a member of the Board consistent with the Company’s agreement with such third party. 
 You represent
and warrant that you have no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this offer letter, your obligations to the Company under this offer letter, and/or your ability to perform as a
member of the Board. You will not enter into any such conflicting agreement during the term of your directorship. 
 This agreement
will be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed within the State of California by California residents, irrespective of conflict of laws
rules. All compensation is subject to any applicable withholdings and payroll taxes. 
 We are very excited to extend you this offer
and look forward to your joining our Board. Once you confirm your acceptance, your appointment as a Director will occur as promptly practicable. Please feel free to call me if you have questions. 

 

	
	Sincerely,
	
	 /s/ Greg Schott

	Greg Schott
	Chief Executive Officer


  

	
	AGREE AND ACCEPTED:
	
	 /s/ Michael Capellas

	Michael Capellas
	
	Date: 6-3-15