EX-10.4



 Exhibit 10.4 

DOCUSIGN, INC. 

RESTRICTED STOCK UNIT GRANT NOTICE 

(AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN)

 DocuSign, Inc. (the “Company”), pursuant to its Amended and Restated 2011 Equity Incentive Plan (the
“Plan”), hereby awards to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award
is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Award Agreement, both 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 or the Restricted Stock Unit Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control. 

 

			
	Participant:	  	                                     
                       
	Date of Grant:	  	                                     
                        
	Vesting Commencement Date:	  	                                     
                        
	Liquidity Event Deadline1:	  	                                     
                        
	Number of Units (“RSUs”) Subject to Award:	  	                                     
                        

  

			
	Expiration Date:	  	The Expiration Date for an RSU depends on whether the Service-Based Requirement has been satisfied with respect to that particular RSU. Where the Service-Based Requirement for a particular RSU has not been satisfied, the Expiration
Date is the earlier of: (i) Liquidity Event Deadline or (ii) the date of termination of Participant’s status as a Service Provider. Where the Service-Based Requirement for a particular RSU has been satisfied in whole or in part, the
Expiration Date is the Liquidity Event Deadline.
		
	Vesting:	  	Participant will receive a benefit with respect to an RSU only if it vests. Except as explicitly set forth below, two vesting requirements must be satisfied on or before the applicable Expiration Date specified above in order for an
RSU to vest — a time and service-based requirement (the “Service-Based Requirement”) and the “Liquidity Event Requirement” (described below). An RSU shall actually vest (and therefore becomes a
“Vested RSU”) on the first date upon which both the Service-Based Requirement and the Liquidity Event Requirement are satisfied with respect to that particular RSU (the “Vesting Date”). All RSUs
that do not become Vested RSUs on or before the applicable Expiration Date will be immediately forfeited to the Company upon expiration at no cost to the Company.
		
	Liquidity Event	  	
	Requirement:	  	The Liquidity Event Requirement will be satisfied as to any then-outstanding RSUs on the first to occur of: (1) a Change in Control; and (2) the effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended (the “Securities Act”) for the sale of the Company’s Common Stock (an “IPO”). Section 2 of the Restricted Stock Unit Agreement contains additional details
on the definition of Change in Control.

  

	1 	Note: Will be 6 years and 6 months after Date of Grant. 









			
	Service-Based	  	
	Requirement:	  	The Service-Based Requirement will be satisfied in installments as follows: [New Hire (includes 12-month cliff): 25% of the total number RSUs awarded will have the Service-Based
Requirement satisfied on the 12-month anniversary of the Vesting Commencement Date, and thereafter 1/16th of the total number of RSUs awarded will have the
Service-Based Requirement satisfied in a series of 12 successive equal quarterly installments following the first anniversary of the Vesting Commencement Date until the Service-Based Requirement is fully satisfied on the fourth anniversary of the
Vesting Commencement Date, in each case subject to the Participant continuing to be a Service Provider as of such date.] [Merit award to existing employee (no cliff): 1/16th of the
total number of RSUs awarded will have the Service-Based Requirement satisfied in a series of 16 successive equal quarterly installments following the Vesting Commencement Date until the Service-Based Requirement is fully satisfied on the fourth
anniversary of the Vesting Commencement Date, in each case subject to the Participant continuing to be a Service Provider as of such date.] For the avoidance of doubt and except as provided in the preceding sentence, once a Participant ceases to be
a Service Provider, no additional RSUs will be deemed to have the Service-Based Requirement satisfied with respect to such RSUs.
		
	Settlement Time:	  	If an RSU vests as provided for above, the Company will deliver one share of Common Stock for each Vested RSU in accordance with the following schedule (each such date or event below, a “Settlement
Time”).
		
		  	(i) If the Liquidity Event Requirement occurred because of a Change in Control, then the Settlement Time for then Vested RSUs shall occur as of immediately before the Change in Control.
		
		  	(ii) If the Liquidity Event Vesting occurred because of an IPO, then the Settlement Time for Vested RSUs shall occur upon the later of (1) the next Quarterly Settlement Date (or the first business day thereafter if such
Quarterly Settlement Date does not fall on a business day) that immediately follows the vesting date for such Vested RSUs or (2) the IPO Settlement Date (or the first business day thereafter if such IPO Settlement Date does not fall on a
business day). Notwithstanding the foregoing provisions of this clause (ii), if a Change in Control occurs after the IPO then the Settlement Time for Vested RSUs shall occur as specified in clause (i) above.
		
		  	“IPO Settlement Date” means the third Quarterly Settlement Date that follows an IPO.
		
		  	“Quarterly Settlement Dates” means March 15, June 15, September 15 and December 15.
		
		  	The shares will also be issued in accordance with the issuance schedule set forth in Section 5 of the Restricted Stock Unit Award Agreement.

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted
Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set forth
the entire understanding between Participant and the Company regarding this Award and supersede all prior oral and written 

  
 2 








 
agreements, offer letters, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to Participant, (ii) any compensation
recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration (but not payment acceleration) of this award upon
the terms and conditions set forth therein (provided that if there is any conflict in the vesting and/or acceleration terms, those contained in this Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement shall control). 

By accepting the Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement
and the Plan (the “Grant Documents”) and agrees to all of the terms and conditions set forth in these documents. Furthermore, by accepting the Award, Participant consents to receive such documents by electronic delivery and
to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

Notwithstanding the above, if Participant has not actively accepted the Award within 90 days of the Date of Grant set forth in this Restricted Stock Unit
Grant Notice, Participant is deemed to have accepted the Award, subject to all of the terms and conditions of the Grant Documents. 
  

									
	DOCUSIGN, INC.	 		 	PARTICIPANT:
				
	By:	 	  
	 		 	  

	Signature	 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Restricted Stock Unit Award Agreement, Amended and Restated 2011 Equity
Incentive Plan 

  
 3 








 ATTACHMENT I 

DOCUSIGN, INC. 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

(AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN)

 Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award
Agreement (the “Agreement”) and in consideration of your services, DocuSign, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its Amended
and Restated 2011 Equity Incentive Plan (the “Plan”). The Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. Capitalized terms not explicitly defined in this Agreement will
have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details of the Award, in addition to those set forth in the Grant Notice and the
Plan, are as follows. 
 1. GRANT OF THE AWARD. The Award
represents the right to be issued on a future date the number of shares of the Company’s Common Stock as indicated in the Grant Notice upon the satisfaction of the terms set forth in this Agreement. Except as otherwise provided herein, you will
not be required to make any payment to the Company with respect to your receipt of the Award, the vesting of the shares or the delivery of the underlying Common Stock. 

2. VESTING. Subject to the limitations contained herein, the Award will vest, if at
all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your status as a Service Provider. Upon such termination of your status as a Service Provider, the shares subject to
the Award that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock. For purposes of determining whether the
Liquidity Event Requirement has been satisfied, a Change in Control has the same meaning as in the Plan, except that a transaction or event will not constitute a Change in Control unless the transaction or event qualifies as a change in control
event within the meaning of Code Section 409A. 
 3. NUMBER OF SHARES. 

(a) The number of units/shares subject to the Award may be adjusted from time to time for capitalization adjustments as provided in
Section 13(a) of the Plan (a “Capitalization Adjustment”). 
 (b) Any units, shares, cash or other
property that become subject to the Award pursuant to this Section 3 if any, will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as
applicable to the other shares covered by the Award. 
 (c) Notwithstanding the provisions of this Section 3, no fractional
shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the
adjustments referred to in this Section 3. 

  
 1 








 4. SECURITIES LAW AND OTHER
COMPLIANCE. You may not be issued any shares under the Award unless either (a) the shares are registered under the Securities Act; or (b) the Company has determined that such issuance would
be exempt from the registration requirements of the Securities Act. The Award also must comply with other Applicable Laws governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material
compliance with such laws and regulations. 
 5. DATE OF ISSUANCE. Subject to the
satisfaction of the withholding obligations set forth in Section 14 of this Agreement, the Company will deliver to you a number of shares of the Company’s Common Stock equal to the number of Vested RSUs subject to the Award, including any
additional shares received pursuant to Section 3 above that relate to those Vested RSUs on the applicable Settlement Time(s) as provided in the Grant Notice. However, if a scheduled delivery date falls on a date that is not a business day, such
delivery date will instead fall on the next following business day. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. 

6. DIVIDENDS. You will receive no benefit or adjustment to your Restricted Stock Units with respect to any cash
dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment. 
 7.
MARKET STAND-OFF AGREEMENT. By acquiring shares of Common Stock under your Award, you agree that you will not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period
of 180 days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company request or as necessary to permit compliance with FINRA Rule 2711 or NYSE
Member Rule 472 and similar or successor regulatory rules and regulations (the “Lock-Up Period”); provided, however, that nothing contained in this Section 7 will prevent
the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and
the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. You also agree that any transferee of any shares of Common Stock (or other securities of the Company held by you will be bound by this
Section 7. To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party
beneficiaries of this Section 7 and will have the right, power and authority to enforce the provisions of this Section 7 as though they were a party to this Agreement. 

8. TRANSFER RESTRICTIONS. In addition to any other limitation on transfer created by Applicable
Laws and the restrictions in Section 12, as applicable, you will not sell, assign, hypothecate, donate, encumber or otherwise dispose of all or any part of the shares subject to your Award or any interest in such shares except in compliance
with this Agreement (including without limitation Sections 9 and 10), the Company’s bylaws and applicable securities laws. 

  
 2 








 9. RIGHT OF FIRST
REFUSAL. The shares of Common Stock issued to you pursuant to your Award are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company
elects to exercise its right. The Company’s right of first refusal shall expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation
system. 
 10. RESTRICTIVE LEGENDS. All certificates representing the Common Stock issued under
this Agreement will be endorsed with legends in substantially the following forms (in addition to any other legend that may be required by other agreements between you and the Company): 

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AND CONDITIONS SET FORTH IN A RESTRICTED STOCK UNIT
AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES IN VIOLATION
OF SUCH RESTRICTIONS IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.” 
 (b) “THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” 
 (c) “THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.” 
 (d) “THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE COMPANY.” 

(e) Any legend required by appropriate blue sky officials. 

11. AWARD NOT AN EMPLOYMENT OR SERVICE
CONTRACT. 
 (a) Your continued service with the Company or an affiliate of the Company as a Service Provider is
not for any specified term and may be terminated by you or by the Company or an affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of
the Award pursuant to Section 2 or the issuance of the shares subject to the Award), the Plan or any 

  
 3 








 
covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the
Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or
affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company or an affiliate of the right to
terminate you at will and without regard to any future vesting opportunity that you may have. 
 (b) By accepting this Award, you
acknowledge and agree that the right to continue vesting in the Award pursuant to Section 2 and the schedule set forth in the Grant Notice is earned only by continuing as an Employee, Director or Consultant at the will of the Company or an
affiliate (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of
its businesses or affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such reorganization could result in the termination of your status as a
Service Provider, or the termination of affiliate status of your employer (if different than the Company) (the “Employer”), and the loss of benefits available to you under this Agreement, including but not limited to, the
termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth in the Grant Notice or any covenant of good faith
and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an Employee or Consultant with the Company or an affiliate of the Company for the term of this Agreement, for any
period, or at all, and will not interfere in any way with your right or the right of the Company or your Employer to terminate your Service Provider status at any time, with or without cause and with or without notice. 

12. RESPONSIBILITY FOR TAXES. 

(a) You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance,
payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company in its discretion to be an
appropriate charge to you even if legally applicable to the Company (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company.

 (b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company or its agent to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or the Employer; (ii) causing you
to tender a cash payment; (iii) entering on your behalf (pursuant to this authorization without further consent) into a “same day sale” commitment with a broker dealer that is a member of the Financial Industry Regulatory Authority (a
“FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Award to satisfy the Tax-Related Items and whereby the FINRA Dealer


  
 4 








 
irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company and/or its Affiliates; or
(iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to you or, if and as
determined by the Company, the date on which the Tax-Related Items are required to be calculated) equal to the amount of such Tax-Related Items. Depending on the
withholding method employed, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum
applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied
by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested portion of the Award, notwithstanding that a number of the shares of Common Stock are held
back solely for the purpose of paying the Tax-Related Items. 
 (c) Finally, you agree to pay
to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied
by any of the means previously described. Notwithstanding any contrary provision of the Plan, the Notice of Grant or of this Agreement, if you fail to make satisfactory arrangements for the payment of any
Tax-Related Items when due, you permanently will forfeit the Restricted Stock Units on which the Tax-Related Items were not satisfied and will also permanently forfeit
any right to receive shares of Common Stock thereunder. In that case, the Restricted Stock Units will be returned to the Company at no cost to the Company. 

13. INVESTMENT REPRESENTATIONS. In connection with your acquisition of
the Common Stock under your Award, you represent to the Company the following: 
 (a) You are aware of the Company’s business
affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. You are acquiring the Common Stock for investment for your own account only and
not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. 

(b) You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of your investment intent as expressed in this Agreement. 

(c) You further acknowledge and understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently
registered under the Securities Act or an exemption from such registration is available. You further acknowledge and understand that the Company is under no obligation to register the Common Stock. You understand that the certificate evidencing the
Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. 

  
 5 








 (d) You are familiar with the provisions of Rules 144 and 701 under the Securities
Act, as in effect from time to time, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act of 1934, as amended, the securities exempt under Rule 701 may be sold by you 90 days
thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off agreement described in Section 7. 

(e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of issuance, then the Common Stock
may be resold by you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company; and (ii) the resale occurring following
the required holding period under Rule 144 after you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. 

(f) You further understand that at the time you wish to sell the Common Stock there may be no public market upon which to make such a
sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, you would be precluded from selling the Common Stock under
Rule 144 or 701 even if the minimum holding period requirement had been satisfied. 
 14. NO
OBLIGATION TO MINIMIZE TAXES. You acknowledge that the Company is not making representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of Common Stock acquired pursuant to
such settlement and the receipt of any dividends and/or any dividend equivalent payments. Further, you acknowledge that the Company does not have any duty or obligation to minimize your liability for
Tax-Related Items arising from the Award and will not be liable to you for any Tax-Related Items arising in connection with the Award. 

15. NO ADVICE REGARDING GRANT. The
Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to
consult with your own personal tax, financial and/or legal advisors regarding the Tax-Related Items arising in connection with the Award and by accepting the Award, you have agreed that you have done so or
knowingly and voluntarily declined to do so. 
 16. UNSECURED OBLIGATION. The Award is unfunded,
and as a holder of a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You will not have voting or any other rights as a
stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a
stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.


  
 6 








 17. NOTICES. Any notices provided for
in the Grant Notice, this Agreement or the Plan will be given in writing and will be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by
electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

18. MISCELLANEOUS. 

(a) As a condition to the grant of your Award or to the Company’s issuance of any shares of Common Stock under this Agreement, the
Company may require you to execute certain customary agreements entered into with the holders of capital stock of the Company, including without limitation a stockholders agreement. 

(b) The rights and obligations of the Company under the Award will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under the Award may only be assigned with the prior written consent of the Company. 

(c) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of the Award. 
 (d) You acknowledge and agree that you have reviewed the documents
provided to you in relation to the Award in their entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understand all provisions of such documents. 

(e) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. 
 (f) All obligations of the Company under the Plan and this Agreement will be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

  
 7 








 19. GOVERNING PLAN
DOCUMENT. The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, in the event of any conflict between the provisions of the Award and those of the Plan, the provisions of the Plan will
control. 
 20. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so
declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

21. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored
by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

22. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing,
signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of
such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the
Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any
future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 

23. COMPLIANCE WITH SECTION 409A
OF THE CODE. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). If it is determined that all or a portion of the Award is deferred compensation subject to Section 409A of the Code, and if you are a “Specified Employee” (within the
meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares
that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six months and one
day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is
necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Notwithstanding any contrary provision of the Plan, the Notice of Grant, or of this Agreement, under no circumstances will the Company
reimburse you for any taxes or other costs under Section 409A of the Code or any other tax law or rule. All such taxes and costs are solely your responsibility.  

  
 8 








 *    *    * 

This Agreement will be deemed to be signed by you upon the signing by you of the 

Restricted Stock Unit Grant Notice to which it is attached. 

  
 9 








 ATTACHMENT II 

DOCUSIGN, INC. 

AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN


  
 1