EX-10.7



 Exhibit 10.7 

DOCUSIGN, INC. 

RESTRICTED STOCK UNIT GRANT NOTICE 

(2018 EQUITY INCENTIVE PLAN) 

DocuSign, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby awards to
Participant the number of Restricted Stock Units set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (this “Grant
Notice”) and the RSU Terms and Conditions (including Appendix A) (collectively, the “RSU Award Agreement”), and the Plan, all 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. In the event of any conflict between the terms in the RSU Award Agreement and the Plan, the terms of the Plan will control. 

 

			
	Participant:	 	  

	Date of Grant:	 	  

	Vesting Commencement Date:	 	  

	Number of Restricted Stock Units:	 	  


 Vesting Schedule: 
  

			
	Issuance Schedule:	 	The shares of Common Stock to be issued in respect of the Award will be issued in accordance with the issuance schedule set forth in Section 6 of the RSU Terms and Conditions.

 Additional Terms/Acknowledgements: Participant acknowledges receipt of a copy of the Plan and represents that he or she
is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions of the Plan and this RSU Award Agreement. By accepting this Award, Participant acknowledges and agrees that Participant has
reviewed the Plan and this RSU Award Agreement (including all attachments and exhibits) in its entirety and has had an opportunity to obtain the advice of counsel prior to executing this RSU Award Agreement and accepting the Award. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Stock Plan Administrator upon any questions arising under the Plan or this Award. 

Participant acknowledges and agrees that the RSU Award Agreement may not be modified, amended or revised except as provided in the Plan. Participant
further acknowledges that as of the Date of Grant, this RSU Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Common Stock pursuant to the Award and supersede all prior
oral and written agreements on that subject with the exception, if applicable, 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 of this Award upon the terms and conditions set forth therein. 

By accepting this 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 a third party designated by the Company. 








											
	DOCUSIGN, INC.	 		  	PARTICIPANT	  	
					
	By:	 	  
	 		  	     
	  	
		 	Signature	 		  		 	Signature	  	
						
	Title:	 	  
	 		  	Date:	 	  
	  	
						
	Date:	 	  
	 		  		 		  	

 ATTACHMENTS: 

Attachment I:     RSU Terms and Conditions 

Attachment II:    2018 Equity Incentive Plan 







 ATTACHMENT I 

DOCUSIGN, INC. 

2018 EQUITY INCENTIVE PLAN 

RSU TERMS AND CONDITIONS 

DocuSign, Inc. (the “Company”) has awarded you the number of Restricted Stock Units indicated in the Grant Notice (the
“Award”) pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”). The Grant Notice, this RSU Terms and Conditions (including Appendix A) are collectively referred to as the
“RSU Award Agreement”. Capitalized terms not explicitly defined in the RSU Award Agreement will have the same meanings given to them in the Plan. 

The terms of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows: 

1. GRANT OF THE AWARD. This Award represents the right to be issued
on a future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the
Company will credit to a bookkeeping account maintained by the Company, or a third party designated by the Company, for your benefit (the “Account”) the number of Restricted Stock Units/shares of Common Stock subject to the
Award. Except as otherwise provided herein, you will not be required to make any payment to the Company or an Affiliate (other than services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of the Restricted
Stock Units or the delivery of the Company’s Common Stock to be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction of
the delivery of Common Stock upon vesting of your Restricted Stock Units, and, to the extent applicable, references in this RSU Award Agreement to Common Stock issuable in connection with your Restricted Stock Units will include the potential
issuance of its cash equivalent pursuant to such right, unless otherwise provided for your country in the Appendix. 
 2.
VESTING. Subject to the limitations contained herein, your 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
Continuous Service. Upon such termination of your Continuous Service, the Restricted Stock Units/shares of Common Stock credited to the Account 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 your Award, your
Continuous Service will be considered terminated (regardless of the reason of termination, whether or not later found to be invalid or in breach of employment or other laws or rules in the jurisdiction where you are providing services or the terms
of your employment or service agreement, if any) effective as of the date that you cease to actively provide services to the Company or any Affiliate and will not be extended by any notice period (e.g., employment or service would not include
any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are employed or providing services or the terms of your employment or service agreement,
if any). The Stock Plan Administrator shall have exclusive discretion to determine when you are no longer actively employed or providing services for purposes of the Plan (including whether you still may be considered to be providing services while
on a leave of absence). 
 3. NUMBER OF SHARES. The number of Restricted Stock
Units/shares subject to your 

  
 1. 








 
Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock 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 Restricted Stock
Units and shares covered by your Award. 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. Any fraction of a share will be
rounded down to the nearest whole share. 
 4. COMPLIANCE. You may not be issued any Common
Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, including any U.S. and non-U.S. state, federal and local laws, and
you will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations. 

5. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been
delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in
respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of
your death pursuant to this RSU Award Agreement. In the absence of such a designation, your legal representative will be entitled to receive, on behalf of your estate, such Common Stock or other consideration. 

(a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will
cease and your executor or administrator of your estate will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. 

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order,
official marital settlement agreement or other divorce or separation instrument that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the
Company’s General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations
order or marital settlement agreement. 
 6. DATE OF ISSUANCE. 

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction any withholding obligation for Tax-Related Items (as defined
in Section 10 below), in the event one or more Restricted Stock Units vests, the Company will issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment
under Section 3 above, and subject to any different provisions in the Grant Notice). The issuance date determined by this paragraph is referred to as the “Original Issuance Date”. 

  
 2. 








 (b) If the Original Issuance Date falls on a date that is not a business day, delivery will
instead occur on the next following business day. In addition, if: 
 (i) the Original Issuance Date does not occur (1) during an
“open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of
Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act
and was entered into in compliance with the Company’s policies (a “10b5-1 Plan”)), and 

(ii) either (1) withholding obligations for Tax-Related Items (as defined in Section 10
below) do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the withholding obligation for Tax-Related Items (as defined in Section 10 below) by
withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to
Section 10 below (including but not limited to a commitment under a 10b5-1 Plan) and (C) not to permit you to pay the Tax-Related Items in cash or from other
compensation otherwise payable to you by the Company (as defined in Section 10 below), 
 then the shares that would otherwise
be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the
open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if
permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in
which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(c) The form of delivery of the shares of Common Stock in respect of your Award (e.g., a stock certificate or electronic entry
evidencing such shares) will be determined by the Company. 
 7. DIVIDENDS. You will receive no benefit
or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common
Stock that are delivered to you in connection with your Award after such shares have been delivered to you. 
 8.
RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award will be endorsed with appropriate legends as determined by the Company. 

9. EXECUTION OF DOCUMENTS. You hereby acknowledge and agree that the manner
selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of this RSU Award Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for
establishing your execution of any documents to be executed in the future in connection with your Award. 

  
 3. 








 10. RESPONSIBILITY FOR TAXES. 

(a) You acknowledge that, regardless of any action the Company or, if different, your employer (the
“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax related items related to your participation in the Plan and legally
applicable to you (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the
amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of your Restricted Stock Units, including, but not limited to, the grant of the Restricted Stock Units, the vesting and settlement of the Restricted Stock Units,
the delivery or sale of any shares of Common Stock and the issuance of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of your Award to reduce or eliminate your liability
for Tax-Related Items or achieve any particular tax result. You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your Award. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer
may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 
 (b)
Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactorily to the Company and/or the Employer to satisfy all Tax-Related Items. In this
regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding
from your wages or any other cash compensation otherwise payable to you by the Company and/or Employer; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if
applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) (pursuant to this authorization and without further consent) whereby you irrevocably elect to sell a portion
of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company and 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 pursuant to Section 6) equal to the amount of such Tax-Related Items; provided, however that if you are an
Officer, then the Company will withhold a number of shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has
materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i)-(iii) above. Depending on the withholding method, the
Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates,
in which case you may 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 s
number of shares of Common Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Common Stock are held
back solely for the purpose of paying the Tax-Related Items. However, the Company does not guarantee that you will be able to satisfy the Tax-Related Items through any
of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Tax-Related Items. 

(c) Unless the Tax-Related Items of the Company and any Affiliate are satisfied, the Company will have
no obligation to deliver to you any Common Stock or other consideration pursuant to this Award. 

  
 4. 








 (d) In the event the Company’s obligation to withhold arises prior to the delivery to you of
Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from
any failure by the Company to withhold the proper amount. 
 11. AWARD NOT A
SERVICE CONTRACT. Your Continuous Service with the Company, the Employer or any other Affiliate is not for any specified term and may be terminated by you or by the Company, the Employer or any other
Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this RSU Award Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares subject to your Award), the Plan or
any covenant of good faith and fair dealing that may be found implicit in this RSU Award Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with the Employer; (ii) constitute any promise
or commitment by the Company, the Employer or any other 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 RSU Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this RSU Award Agreement or Plan; or (iv) deprive the Company or the Employer of the right to terminate you at any
time and without regard to any future vesting opportunity that you may have. Finally, the grant of the Award shall not be interpreted as forming an employment or service contract with the Company. 

12. NATURE OF GRANT. In accepting your Award, you acknowledge, understand
and agree that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted under the Plan; 
 (b) the Award is exceptional, voluntary and
occasional and does not create any contractual or other right to receive future Awards (whether on the same or different terms), or benefits in lieu of an Award, even if an Award has been granted in the past; 

(c) all decisions with respect to future awards of Restricted Stock Units or other grants, if any, will be at the sole discretion of the
Company; 
 (d) you are voluntarily participating in the Plan; 

(e) the future value of the shares of Common Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;

 (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of your
Continuous Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or rendering services or the terms of your employment agreement, if any), and in
consideration of the grant of the Award, you agree not to institute any claim against the Company or any Affiliate; 
 (g) unless otherwise
provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this RSU Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company
nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock; 

  
 5. 








 (h) unless otherwise agreed with the Company, the Award and the shares of Common Stock subject to
the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; and 

(i) The following provisions apply only if you are employed or rendering services outside the United States: 

(i) neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local
currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the vesting of the Award or the subsequent sale of any shares of Common Stock acquired upon vesting; 

(ii) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not part of normal or expected
compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. 
 13. 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, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. 

14. DATA PRIVACY. 1 You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this RSU Award Agreement
and any other grant materials by and among, as applicable, Employer, the Company and any other Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan. 

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your
name, home address, email address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all
Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 

You understand that Data will be transferred to [Insert Applicable Broker]2, or
such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). You understand that the
recipients of Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside
the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your local 

 

	1 	Note to Draft: Baker McKenzie to advise whether this language needs to be updated for GDPR. 


	2 	 Note to Draft: DocuSign to provide 



  
 6. 








 
human resources representative. You authorize the Company, the Designated Broker and any possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be
held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the
consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Company or any Affiliate will not be affected; the only consequence of refusing or
withdrawing your consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your
ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. 

15. UNSECURED OBLIGATION. Your 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 or other property pursuant to this RSU Award 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 RSU Award Agreement until such shares are issued to you pursuant to Section 6 of this RSU Terms and Conditions. Upon such issuance, you will obtain full voting and other rights as
a stockholder of the Company. Nothing contained in this RSU Award 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. 
 16. NOTICES. Any notice or request required or permitted hereunder will be
given in writing to each of the other parties hereto and will be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery via electronic means, or (ii) the date that
is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed to the Company at its primary executive offices,
attention: Stock Plan Administrator, and addressed to you at your address as on file with the Company at the time notice is given. 

17. HEADINGS. The headings of the Sections in this RSU Award Agreement are inserted for
convenience only and will not be deemed to constitute a part of this RSU Award Agreement or to affect the meaning of this RSU Award Agreement. 

18. GOVERNING PLAN DOCUMENT. Your Award is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your 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. Your
Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The U.S. Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy
adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation
for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company. 

  
 7. 








 19. OTHER DOCUMENTS. You hereby
acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s
policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

20. SEVERABILITY. If all or any part of this RSU Award 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 RSU Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this RSU Award 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. LANGUAGE. If you have received this RSU Award Agreement, or any other document related to this Award and/or
the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. You acknowledge that you are sufficiently proficient in English to
understand the terms and conditions of this RSU Award Agreement. 
 22. INSIDER TRADING
RESTRICTIONS/MARKET ABUSE LAWS. You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the United States
and your country of residence, which may affect your ability to acquire or sell the shares of Common Stock or rights to the shares of Common Stock under the Plan during such times as you are considered to have “inside information”
regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You
acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter. 

23. FOREIGN ASSET/ACCOUNT AND TAX
REPORTING, EXCHANGE CONTROLS. Your country may have certain foreign asset, account and/or tax reporting requirements and exchange controls which may affect your ability to acquire or hold shares of
Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You understand
that you may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participation in the Plan to your
country through a designated bank or broker and/or within a certain time after receipt. In addition, you may be subject to tax payment and/or reporting obligations in connection with any income realized under the Plan and/or from the sale of shares
of Common Stock. You acknowledge that you are responsible for complying with all such requirements, and that you should consult personal legal and tax advisors, as applicable, to ensure compliance. 

24. FOR PARTICIPANTS OUTSIDE THE U.S. Notwithstanding any provisions
in the Grant Notice or this RSU Terms and Conditions, your Award shall also be subject to the special terms and conditions for your country set forth in Appendix A of this RSU Award Agreement. Moreover, if you relocate to one of the countries
included therein, the terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A
constitutes part of this RSU Award Agreement. 
 25. IMPOSITION OF OTHER
REQUIREMENTS. The Company reserves the right to impose 

  
 8. 








 
other requirements on your participation in the Plan, and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 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 your Award. 
 26. GOVERNING
LAW/VENUE. The interpretation, performance and enforcement of this RSU Award Agreement will be governed by the law of the State of Delaware without regard to that state’s conflicts
of laws rules. For purposes of any action, lawsuit or other proceedings brought to enforce this RSU Award Agreement, including Appendix A attached hereto, relating to it, or arising from it, the parties hereby submit to and consent to the
sole and exclusive jurisdiction of the courts within San Francisco County, State of California, or the federal courts for the United States for the United States for the Northern District of California, and no other courts, where this grant is made
and/or to be performed. 
 27. SUCCESSORS AND
ASSIGNS. The rights and obligations of the Company under your Award will be transferable by the Company 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. All obligations of the Company under the Plan and this RSU Award 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 assets of the Company. 

28. AMENDMENT. This Award 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 Award may be amended solely by the Board by a writing which specifically states that it is amending this Award, 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 materially 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 RSU Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award 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. 

29. COMPLIANCE WITH SECTION 409A
OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation
Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject
to Section 409A, and if you are a “Specified Employee” (within the meaning set forth in 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) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first
six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of: (i) the fifth business day following your death, or (ii) the date that is six (6) 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 adverse taxation on you in respect of the shares under 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).  

  
 9. 








 *    *     * 

This RSU Terms and Conditions will be deemed to be accepted by you upon the signing by you or otherwise by your acceptance of the Grant Notice
to which it is attached. 

  
 10. 








 APPENDIX A 

COUNTRY-SPECIFIC TERMS AND CONDITIONS 

FOR PARTICIPANTS OUTSIDE THE UNITED STATES 

Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan, the Grant Notice and/or the RSU Terms and Conditions. 

Terms and Conditions 
 This Appendix A includes
additional terms and conditions that govern the Restricted Stock Units granted to you under the Plan if you reside and/or work in one of the countries listed below. If you are a citizen or resident (or are considered as such for local law purposes)
of a country other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the Restricted Stock Units, the Company shall, in its discretion, determine to what extent the special
terms and conditions contained herein shall be applicable to you. 
 Notifications 

This Appendix A may also include information regarding exchange controls and certain other issues of which you should be aware with respect to participation in
the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of [            ] 2018. Such laws are often complex and
change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be out
of date at the time the Restricted Stock Units vest or you sell shares of Common Stock acquired under the Plan. 
 In addition, the information contained
herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws
in your country may apply to your situation. 
 Finally, if you are a citizen or resident (or are considered as such for local law purposes) of a country
other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the Restricted Stock Units, the notifications contained herein may not be applicable to you in the same manner. 

  








 ATTACHMENT II 

2018 EQUITY INCENTIVE PLAN