EX-10.9





 Exhibit 10.9 

DUCK CREEK TECHNOLOGIES, INC. 

2020 OMNIBUS INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

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”). 

1. Grant of Restricted Stock. The Company hereby grants to the Participant
                 restricted shares of Common Stock of the Company (the “Restricted Stock”), subject to all of the terms and conditions of this
Restricted Stock Award Agreement and the Plan. 
 2. Vesting. 

(a) The Restricted Stock shall become vested as follows: (i) 25% of the shares of Restricted Stock shall vest on the first anniversary of Date
of Grant; (ii) 25% of the shares of Restricted Stock shall vest on the second anniversary of Date of Grant; (iii) 25% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iv) 25% of the shares of
Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided that the Participant remains in continuous service with the Company or an Affiliate thereof through the applicable
Vesting Date. 
 (b) Except as set forth in Section 2(c) below, if the Participant’s service is terminated for any reason,
(i) this Restricted Stock Award Agreement shall terminate and all rights of the Participant with respect to the shares of Restricted Stock that have not vested as of the date of termination shall immediately terminate, (ii) any such shares
of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or
interests in such shares of Restricted Stock. 
 (c) If the Participant’s service is terminated by the Company without Cause or by the
Participant for Good Reason (to the extent such a term is included in this Restricted Stock Award Agreement for the Participant or in another individual agreement between the Company and the Participant), and provided that the Participant executes
and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with
applicable law): (i) the shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest on the effective date of the release, (ii) this Restricted Stock Award Agreement shall terminate and all rights of the
Participant with respect to the portion of the shares of Restricted Stock, if any, that do not vest in accordance with this Section 2(c) shall terminate with effect retroactive to the termination date and any such shares of Restricted Stock
shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such
shares of Restricted Stock. 












 3. Voting and Other Rights. The Participant shall have all the rights of a
stockholder with respect to the shares of Restricted Stock (including the right to vote and the right to receive distributions or dividends). Notwithstanding the foregoing, (i) the Participant shall not have the right to transfer the shares of
Restricted Stock prior to the date on which such shares of Restricted Stock become vested and (ii) any distributions or dividends that are declared with respect to the shares of Restricted Stock between the Date of Grant and the date on which
such shares of Restricted Stock become vested shall be paid to the Participant at the time that such shares of Restricted Stock vest as set forth in Section 2 hereof, and will not be paid to the Participant in the event that the shares of
Restricted Stock do not become so vested. 
 4. Restricted Stock Award Agreement Subject to Plan. This Restricted Stock Award
Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this
Restricted Stock Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern. The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and
interpretations of the Administrator in respect of the Plan, this Restricted Stock Award Agreement and the Restricted Stock shall be final and conclusive. 

5. No Rights to Continuation of Service. Nothing in the Plan or this Restricted Stock Award Agreement shall confer upon the Participant
any right to continue in the service of the Company or any Affiliate thereof or shall interfere with or restrict the right of the Company or its Affiliates to terminate the Participant’s service at any time for any reason whatsoever, with or
without Cause. 
 6. Tax Withholding. The Company shall be entitled to require a cash payment by or on behalf of the Participant in
respect of any sums required or permitted by federal, state or local tax law to be withheld with respect to the shares of Restricted Stock; provided, that, notwithstanding the foregoing, the Participant shall be permitted, at his or her
election, to satisfy the applicable tax obligations with respect to any shares of Restricted Stock by net share settlement, pursuant to which the Company shall repurchase the largest whole number of shares of Restricted Stock having a Fair Market
Value equal to the applicable tax obligations. 
 7. 83(b) Election. If the Participant makes the election permitted under
Section 83(b) of the Code to be taxed with respect to the shares of Restricted Stock as of the Date of Grant, the Participant shall deliver a copy of such election to the Company within ten (10) days after filing notice of such election
with the Internal Revenue Service, together with any required tax withholding. A form of such election is attached hereto as Exhibit A. The Participant hereby acknowledges that it is the Participant’s sole responsibility, and not the
Company’s, to file timely the election permitted under Section 83(b) of the Code. 
 8. Legend on Certificates. The
Participant agrees that any certificate issued for shares of Restricted Stock (or, if applicable, any book entry statement issued for shares of Restricted Stock) prior to the date on which such shares of Restricted Stock become vested shall bear the
following legend (in addition to any other legend or legends required under applicable federal and state securities laws): 

  
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 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER
(THE “RESTRICTIONS”) AS SET FORTH IN THE DUCK CREEK TECHNOLOGIES, INC. 2020 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND DUCK CREEK TECHNOLOGIES, INC., COPIES OF WHICH
ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT
AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND RESTRICTED STOCK AWARD AGREEMENT. 
 9. Governing Law.
This Restricted Stock Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such state. 

10. Restricted Stock Award Agreement Binding on Successors. The terms of this Restricted Stock Award Agreement shall be binding upon
the Participant and upon the Participant’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

 11. No Assignment. Notwithstanding anything to the contrary in this Restricted Stock Award Agreement, neither this Restricted
Stock Award Agreement nor any rights granted herein shall be assignable by the Participant. 
 12. Necessary Acts. The Participant
hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Restricted Stock Award Agreement, including but not limited to all acts and documents related to
compliance with federal and/or state securities and/or tax laws. 
 13. Severability. Should any provision of this Restricted Stock
Award Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Restricted Stock Award Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Restricted Stock Award Agreement. Moreover, if one or more of the provisions contained in
this Restricted Stock Award Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be
construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect
the enforceability of such provisions or provisions in any other jurisdiction. 

  
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 14. Entire Agreement. This Restricted Stock Award Agreement and the Plan contain the
entire agreement and understanding among the parties as to the subject matter hereof, and supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof. 

15. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or
descriptive of the contents of any such Section. 
 16. Counterparts; Electronic Signature. This Restricted Stock Award Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Participant’s electronic signature of this Restricted Stock Award Agreement shall have the
same validity and effect as a signature affixed by the Participant’s hand. 
 17. Amendment. No amendment or modification hereof
shall be valid unless it shall be in writing and signed by all parties hereto. 
 18.
Set-Off. The Participant hereby acknowledges and agrees, without limiting rights of the Company or any Affiliate thereof otherwise available at law or in equity, that, to the extent permitted by law,
the number of shares of Restricted Stock subject to this Restricted Stock Award Agreement may be reduced by, and set-off against, any or all amounts or other consideration payable by the Participant to the
Company or any of its Affiliates under any other agreement or arrangement between the Participant and the Company or any of its Affiliates; provided that any such set-off does not result in a penalty
under Section 409A of the Code. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award
Agreement as of the date set forth above. 
  

			
	 DUCK CREEK TECHNOLOGIES, INC. 



			
		
	By:	 	 


			
		
	 Print Name:
	 	   



			
		
	Title:	 	   


 [Signature Page to Restricted Stock Award Agreement] 












 The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing
Restricted Stock Award Agreement. 
  

			
	 PARTICIPANT 



			
		
	 Signature:
	 	 


			
		
	 Print Name:
	 	   



			
		
	 Address:
	 	   

		
	  
	 	   

		
	  
	 	   


 [Signature Page to Restricted Stock Award Agreement] 












 EXHIBIT A 

ELECTION TO INCLUDE RESTRICTED STOCK IN GROSS INCOME 

UNDER §83(b) OF THE INTERNAL REVENUE CODE 

The undersigned was granted shares of Restricted Stock (as defined below) of Duck Creek Technologies, Inc., a Delaware corporation (the
“Company”) on _______________, 20__ (the “Date of Grant”). The undersigned hereby makes an election, pursuant to §83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and
Treasury Regulation §1.83-2, to include in gross income for the 20__ taxable year the excess, if any, of the fair market value of the shares of Restricted Stock on the Date of Grant (as set forth in
paragraph 6 below) over the amount, if any, paid for such property (as set forth in paragraph 7 below). 
 The following information is
supplied in accordance with Treasury Regulation §1.83-2(e): 
 1. The name, address and social
security number of the undersigned and the undersigned’s spouse: 
  

			
		
	 Name: 
	 	 
	 Address:
	 	   

	 SSN:
	 	   

		
	 Spouse’s Name:
	 	   

	 Address:
	 	   

	 SSN:
	 	   


 2. A description of the property with respect to which the election is being made: _________ restricted shares
of Class A common stock, $0.01 par value per share, of the Company (the “Restricted Stock”). 
 3. The date on which
the property was transferred: the Date of Grant. 
 4. The taxable year for which such election is being made: Calendar Year 20__. 

5. The restrictions to which the property is subject: The property is subject to forfeiture under the terms of a restricted stock award
agreement between the undersigned and the Company, and may not be transferred prior to vesting. 
 6. The aggregate fair market value on the
Date of Grant of the shares of Restricted Stock, determined without regard to any lapse restrictions: $______________. 
 7. The amount, if
any, paid for such property: $0.00. 
 8. A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury
Regulation §1.83-2(e)(7). 
 [Signature Page Follows] 












 The undersigned understands that the foregoing election may not be revoked except with the consent of the
Commissioner of the Internal Revenue Service. 
  

			
		
	 Signature
	 	 


			
		
	 Print Name:
	 	   



			
		
	 Dated:
	 	________________, 20__

 In order to make an election under §83(b) of the Code, this election form must be executed by the elector within thirty
(30) days after the Date of Grant. One copy of this form should be submitted to the Secretary of the Company and a second copy should be filed within thirty (30) days after the Date of Grant with the Internal Revenue Service Center with
which the elector normally files the elector’s federal income tax return.