Exhibit 10.17

 



EMPLOYMENT   AGREEMENT This Employment Agreement (the “Agreement”) is made on January 1,   2017 between Carbon Black, Inc., (the “Company”), and Ryan Polk (the   “Executive”). Except with respect to the Confidentiality, Non-Disclosure,   Non-Competition and Developments Agreement with the Company dated December 2,   2016 (the “Restrictive Covenant Agreement”) between the Company and the   Executive, the Company’s 2012 Stock Option and Grant Plan and any applicable   stock option and/or restricted stock agreements with the Company with respect   to equity grants held by the Executive (collectively, the “Equity   Documents,”) this Agreement supersedes, amends and restates in all respects   all prior agreements and understandings between the Executive and the Company   regarding the subject matter herein, including without limitation the Offer   Letter dated November 29, 2016. WHEREAS, the Company wishes to continue to   employ the Executive as an employee of the Company, and the Executive wishes   to continue to work as an employee of the Company, on the terms set forth   below. NOW, THEREFORE, in consideration of the mutual covenants and   agreements herein contained and other good and valuable consideration, the   receipt and sufficiency of which is hereby acknowledged, the parties agree as   follows: 1. Position and Duties. The Executive shall continue to serve as the   Senior Vice President and Chief Product Officer of the Company, and shall   have such powers and duties as may from time to time be prescribed by the   Chief Executive Officer of the Company (the “CEO”) or other authorized   executive. The Executive shall devote the Executive’s full working time and   efforts to the business and affairs of the Company. Notwithstanding the   foregoing, the Executive may serve on other boards of directors, with the   approval of the CEO, or engage in religious, charitable or other community   activities as long as such services and activities do not create a conflict   of interest or otherwise interfere with the Executive’s performance of the   Executive’s duties to the Company as provided in this Agreement. 2.   Compensation and Related Matters. (a) Base Salary. The Executive’s annual   base salary shall be $300,000, subject to redetermination by the Board or the   Compensation Committee. The base salary in effect at any given time is   referred to herein as “Base Salary.” The Base Salary shall be payable in a   manner that is consistent with the Company’s usual payroll practices for   senior executives. (b) Bonus. The Executive shall be eligible for annual   bonus compensation. The Executive’s target annual bonus shall be 40% of the   Executive’s Base Salary, subject to redetermination by the Board or the   Compensation Committee. The annual target bonus in effect at any given time   is referred to herein as the “Target Bonus” and the actual amount paid in a   given year shall be a “Bonus.” The Bonus may be higher or lower than the   Target Bonus, as determined by the Board or the Compensation Committee. To   earn a Bonus, the Executive must be employed by the Company on the day such   Bonus is paid. ACTIVE/84481365.5 


    




 










(c) Expenses.   The Executive shall be entitled to receive reimbursement for reasonable   expenses incurred by the Executive in performing services hereunder, in   accordance with the policies and procedures then in effect and established by   the Company for its senior executive officers. (d) Other Benefits. The   Executive shall be eligible to participate in or receive benefits under the   Company’s employee benefit plans in effect from time to time, subject to the   terms and conditions of such plans. 3. Termination. The Executive’s   employment may be terminated without any breach of this Agreement under the   following circumstances: (a) Death. The Executive’s employment with the   Company shall terminate upon the Executive’s death. (b) Disability. The   Company may terminate the Executive’s employment if the Executive is disabled   and unable to perform the essential functions of the Executive’s position   with or without reasonable accommodation. If any question shall arise as to   whether during any period the Executive is disabled so as to be unable to   perform the essential functions of the Executive’s position with or without   reasonable accommodation, the Executive may, and at the request of the   Company shall, submit to the Company a certification in reasonable detail by   a physician selected by the Company to whom the Executive or the Executive’s   guardian has no reasonable objection as to whether the Executive is so   disabled or how long such disability is expected to continue, and such certification   shall for the purposes of this Agreement be conclusive of the issue. The   Executive shall cooperate with any reasonable request of the physician in   connection with such certification. If such question shall arise and the   Executive shall fail to submit such certification, the Company’s   determination of such issue shall be binding on the Executive. Nothing in   this Section shall be construed to waive the Executive’s rights, if any,   under existing law including, without limitation, the Family and Medical   Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with   Disabilities Act, 42 U.S.C. §12101 et seq. (c) Termination by the Company for   Cause. The Company may terminate the Executive’s employment for Cause. For   purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive   constituting a material act of misconduct in connection with the performance   of the Executive’s duties, including, without limitation, misappropriation of   funds or property of the Company or any of its subsidiaries or affiliates   other than the occasional, customary and de minimis use of Company property   for personal purposes; (ii) the commission by the Executive of any felony or   a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any   conduct by the Executive that would reasonably be expected to result in   material injury or reputational harm to the Company or any of its   subsidiaries and affiliates if the Executive were retained in the Executive’s   position; (iii) continued non-performance by the Executive of the Executive’s   duties hereunder (other than by reason of the Executive’s physical or mental   illness, incapacity or disability) which has continued for more than 30 days   following written notice of such non-performance from the CEO; (iv) a breach   by the Executive of any of the provisions contained in the Employee Agreement   or of any other restrictive covenant obligations the Executive has to the   Company or its affiliates; (v) a material violation by the 2   ACTIVE/84481365.5 


    




 










Executive of   the Company’s written employment policies; or (vi) failure to cooperate with   a bona fide internal investigation or an investigation by regulatory or law   enforcement authorities, after being instructed by the Company to cooperate,   or the willful destruction or failure to preserve documents or other   materials known to be relevant to such investigation or the inducement of   others to fail to cooperate or to produce documents or other materials in   connection with such investigation. (d) Termination by the Company Without   Cause. The Company may terminate the Executive’s employment at any time   without Cause. (e) Termination by the Executive. The Executive may terminate   the Executive’s employment at any time for any reason, including but not   limited to Good Reason. For purposes of this Agreement, “Good Reason” shall   mean that the Executive has complied with the “Good Reason Process”   (hereinafter defined) following the occurrence of any of the following   events: (i) a material diminution in the Executive’s responsibilities,   authority or duties; (ii) a material diminution in the Executive’s Base   Salary except for across-the-board salary reductions based on the Company’s   financial performance similarly affecting all or substantially all senior   management employees of the Company; (iii) a material change in the   geographic location at which the Executive provides services to the Company;   or (iv) the material breach of this Agreement by the Company. “Good Reason   Process” shall mean that (i) the Executive reasonably determines in good   faith that a “Good Reason” condition has occurred; (ii) the Executive   notifies the Company in writing of the first occurrence of the Good Reason   condition within 60 days of the first occurrence of such condition; (iii) the   Executive cooperates in good faith with the Company’s efforts, for a period   not less than 30 days following such notice (the “Cure Period”), to remedy   the condition; (iv) notwithstanding such efforts, the Good Reason condition   continues to exist; and (v) the Executive terminates the Executive’s   employment within 60 days after the end of the Cure Period. If the Company   cures the Good Reason condition during the Cure Period, Good Reason shall be   deemed not to have occurred. (f) Notice of Termination. Except for   termination as a result of the Executive’s death, any termination of the   Executive’s employment by the Company or any such termination by the   Executive shall be communicated by written Notice of Termination to the other   party hereto. For purposes of this Agreement, a “Notice of Termination” shall   mean a notice which shall indicate the specific termination provision in this   Agreement relied upon. (g) Date of Termination. “Date of Termination” shall   mean: (i) if the Executive’s employment is terminated by the Executive’s   death, the date of the Executive’s death; (ii) if the Executive’s employment   is terminated on account of disability or by the Company with or without   Cause, the date on which Notice of Termination is given; (iii) if the   Executive’s employment is terminated by the Executive without Good Reason, 30   days after the date on which a Notice of Termination is given, and (iv) if   the Executive’s employment is terminated by the Executive with Good Reason,   the date on which a Notice of Termination is given after the end of the Cure   Period. Notwithstanding the foregoing in the event that the Executive gives a   Notice of Termination to the Company, the Company may unilaterally accelerate   the Date of Termination and such acceleration shall not result in a   termination by the Company for purposes of this Agreement. 3   ACTIVE/84481365.5 


    




 










4. Compensation   Upon Termination. (a) Termination Generally. If the Executive’s employment   with the Company is terminated for any reason, the Company shall pay or   provide to the Executive (or to the Executive’s authorized representative or   estate) any Base Salary earned through the Date of Termination, unpaid   expense reimbursements (subject to, and in accordance with, Section 2(c) of   this Agreement) on or before the time required by law but in no event more   than 30 days after the Executive’s Date of Termination (collectively, the   “Accrued Obligations”). (b) Termination by the Company Without Cause or by   the Executive with Good Reason. If the Executive’s employment is terminated   by the Company without Cause, or the Executive terminates the Executive’s   employment for Good Reason, then in addition to the Accrued Obligations, and   subject to the Executive signing a separation agreement containing, among other   provisions, a general release of claims in favor of the Company and related   persons and entities, confidentiality, return of property and   non-disparagement and a reaffirmation of the Executive’s existing restrictive   covenants, in a form and manner satisfactory to the Company (the “Release   Agreement”) and the Release Agreement becoming irrevocable within the time   period set forth in the Release Agreement, and in no event longer than 60   days after the Date of Termination: (i) the Company shall pay the Executive   an amount equal to 6 months of Executive’s Base Salary (the “Severance   Amount”), payable in substantially equal installments in accordance with the   Company’s payroll practice over 6 months (the “Severance Period”) commencing   within 60 days after the Date of Termination; provided, however, that if the   60-day period begins in one calendar year and ends in a second calendar year,   the Severance Amount shall begin to be paid in the second calendar year by   the last day of such 60-day period; provided, further, that the initial   payment shall include a catch-up payment to cover amounts retroactive to the   day immediately following the Date of Termination. Each payment pursuant to   this Agreement is intended to constitute a separate payment for purposes of   Treasury Regulation Section 1.409A-2(b)(2).. Notwithstanding the foregoing,   if the Executive breaches any of the provisions of the Release Agreement, in   addition to all other legal and equitable remedies, all payments of the   Severance Amount shall immediately cease; and (ii) if the Executive was   participating in the Company’s group health plan immediately prior to the   Date of Termination and elects COBRA health continuation, then the Company   shall pay to the Executive a monthly cash payment until the end of the Severance   Period or the expiration of the Executive’s rights under COBRA, whichever   ends earlier, in an amount equal to the monthly employer contribution that   the Company would have made to provide health insurance to the Executive if   the Executive had remained employed by the Company; provided that Executive   notifies the Company promptly when Executive becomes eligible for group   medical care coverage through another employer, and responds promptly to any   reasonable inquires related to COBRA eligibility. 5. Sale Event Provisions.   The provisions of this Section 5 shall apply in lieu of, and expressly   supersede, the provisions of Section 4(b) regarding severance pay and   benefits upon a 4 ACTIVE/84481365.5 


    




 










termination of   employment, if the Date of Termination occurs upon the closing of a Sale   Event or within 12 months thereafter (“Sale Event Period”). These provisions   shall terminate and be of no further force or effect after a Sale Event   Period. (a) Involuntary Termination of Employment During the Sale Event   Period. If, during a Sale Event Period, the Executive’s employment is   terminated by the Company without Cause or the Executive terminates the   Executive’s employment for Good Reason, then, subject to the Executive   signing and not revoking a Release Agreement all within 60 days after the   Date of Termination: (i) the Company shall pay the Executive an amount equal   to (i) 6 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s   Target Bonus for the year in which the Date of Termination occurs,   (collectively, the “Severance Amount”), payable in substantially equal   installments in accordance with the Company’s payroll practice over 6 months   (the “Severance Period”) commencing within 60 days after the Date of   Termination; provided, however, that if the 60-day period begins in one   calendar year and ends in a second calendar year, the Severance Amount shall   begin to be paid in the second calendar year by the last day of such 60-day   period; provided, further, that the initial payment shall include a catch-up   payment to cover amounts retroactive to the day immediately following the   Date of Termination. Each payment pursuant to this Agreement is intended to   constitute a separate payment for purposes of Treasury Regulation Section   1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity   Documents or any other applicable equity award agreement, all then   outstanding time-based equity awards held by the Executive shall immediately   accelerate and become fully exercisable or nonforfeitable as of the Date of   Termination; provided that, for the avoidance of doubt, this provision shall   supersede any provision in the Equity Documents relating to acceleration in   connection with a Sale Event and all other terms of the Equity Documents   shall continue to be in effect, including, without limitation, provisions   with respect to exercise; and (iii) if the Executive was participating in the   Company’s group health plan immediately prior to the Date of Termination and   elects COBRA health continuation, then the Company shall pay to the Executive   a monthly cash payment until the end of the Severance Period or the   expiration of the Executive’s rights under COBRA, whichever ends earlier, in   an amount equal to the monthly employer contribution that the Company would   have made to provide health insurance to the Executive if the Executive had   remained employed by the Company; provided that Executive notifies the   Company promptly when Executive becomes eligible for group medical care   coverage through another employer, and responds promptly to any reasonable   inquires related to COBRA eligibility. provided and notwithstanding the   foregoing, if the Executive’s employment is terminated in connection with a   Sale Event and the Executive immediately becomes reemployed by any direct or   indirect successor to the business or assets of the Company, the termination   of the Executive’s employment upon the Sale Event shall not be considered a 5   ACTIVE/84481365.5 


    




 










Termination   without Cause for purposes of this Agreement, provided further if the   Executive’s employment is terminated by the Company without Cause or the   Executive terminates the Executive’s employment for Good Reason within the 12   month period following the Sale Event this Section 5 shall apply. (b)   Additional Limitation. (i) Anything in this Agreement to the contrary   notwithstanding, in the event that the amount of any compensation, payment or   distribution by the Company to or for the benefit of the Executive, whether   paid or payable or distributed or distributable pursuant to the terms of this   Agreement or otherwise, calculated in a manner consistent with Section 280G   of the Internal Revenue Code of 1986, as amended (the “Code”) and the   applicable regulations thereunder (the “Severance Payments”), would be   subject to the excise tax imposed by Section 4999 of the Code, the following   provisions shall apply: (A) If the Severance Payments, reduced by the sum of   (1) the Excise Tax and (2) the total of the Federal, state, and local income   and employment taxes payable by the Executive on the amount of the Severance   Payments which are in excess of the Threshold Amount, are greater than or   equal to the Threshold Amount, the Executive shall be entitled to the full benefits   payable under this Agreement. (B) If the Threshold Amount is less than (x)   the Severance Payments, but greater than (y) the Severance Payments reduced   by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and   local income and employment taxes on the amount of the Severance Payments   which are in excess of the Threshold Amount, then the Severance Payments   shall be reduced (but not below zero) to the extent necessary so that the sum   of all Severance Payments shall not exceed the Threshold Amount. In such   event, the Severance Payments shall be reduced in the following order: (1)   cash payments not subject to Section 409A of the Code; (2) cash payments   subject to Section 409A of the Code; (3) equity-based payments and   acceleration; and (4) non-cash forms of benefits. To the extent any payment   is to be made over time (e.g., in installments, etc.), then the payments   shall be reduced in reverse chronological order. (ii) For the purposes of   this Section 5(b), “Threshold Amount” shall mean three times the Executive’s   “base amount” within the meaning of Section 280G(b)(3) of the Code and the   regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax”   shall mean the excise tax imposed by Section 4999 of the Code, and any   interest or penalties incurred by the Executive with respect to such excise   tax. (iii) The determination as to which of the alternative provisions of   Section 5(b)(i) shall apply to the Executive shall be made by a nationally   recognized accounting firm selected by the Company (the “Accounting Firm”),   which shall provide detailed supporting calculations both to the Company and   the Executive within 15 business days of the Date of Termination, if   applicable, or at such earlier time as is 6 ACTIVE/84481365.5 


    




 










reasonably   requested by the Company or the Executive. For purposes of determining which   of the alternative provisions of Section 5(b)(i) shall apply, the Executive   shall be deemed to pay federal income taxes at the highest marginal rate of   federal income taxation applicable to individuals for the calendar year in   which the determination is to be made, and state and local income taxes at   the highest marginal rates of individual taxation in the state and locality   of the Executive’s residence on the Date of Termination, net of the maximum   reduction in federal income taxes which could be obtained from deduction of   such state and local taxes. Any determination by the Accounting Firm shall be   binding upon the Company and the Executive. (c) of the following:   Definitions. For purposes of this Section 5, “Sale Event” shall mean any (i)   any “person,” as such term is used in Sections 13(d) and 14(d) of the   Securities Exchange Act of 1934, as amended (the “Act”) (other than the   Company, any of its subsidiaries, or any trustee, fiduciary or other person   or entity holding securities under any employee benefit plan or trust of the   Company or any of its subsidiaries), together with all “affiliates” and   “associates” (as such terms are defined in Rule 12b-2 under the Act) of such   person, shall become the “beneficial owner” (as such term is defined in Rule   13d-3 under the Act), directly or indirectly, of securities of the Company   representing 40 percent or more of the combined voting power of the Company’s   then outstanding securities having the right to vote in an election of the   Board (“Voting Securities”) (in such case other than as a result of an   acquisition of securities directly from the Company); or (ii) the date a   majority of the members of the Board is replaced during any 12-month period   by directors whose appointment or election is not endorsed by a majority of   the members of the Board before the date of the appointment or election; or   (iii) the consummation of (A) any consolidation or merger of the Company   where the stockholders of the Company, immediately prior to the consolidation   or merger, would not, immediately after the consolidation or merger,   beneficially own (as such term is defined in Rule 13d-3 under the Act),   directly or indirectly, shares representing in the aggregate more than 50   percent of the voting shares of the Company issuing cash or securities in the   consolidation or merger (or of its ultimate parent corporation, if any), or   (B) any sale or other transfer (in one transaction or a series of   transactions contemplated or arranged by any party as a single plan) of all   or substantially all of the assets of the Company. Notwithstanding the   foregoing, a “Sale Event” shall not be deemed to have occurred for purposes   of the foregoing clause (i) solely as the result of an acquisition of   securities by the Company which, by reducing the number of shares of Voting   Securities outstanding, increases the proportionate number of Voting   Securities beneficially owned by any person to 40 percent or more of the   combined voting power of all of the then outstanding Voting Securities;   provided, however, that if any person referred to in this sentence shall   thereafter become the beneficial owner of any additional shares of Voting   Securities (other than pursuant to a stock split, stock dividend, or similar   transaction or as a result of an acquisition of securities directly from the   7 ACTIVE/84481365.5 


    




 










Company) and   immediately thereafter beneficially owns 40 percent or more of the combined voting   power of all of the then outstanding Voting Securities, then a “Sale Event”   shall be deemed to have occurred for purposes of the foregoing clause (i). 6.   Section 409A. (a) Anything in this Agreement to the contrary notwithstanding,   if at the time of the Executive’s separation from service within the meaning   of Section 409A of the Code, the Company determines that the Executive is a   “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the   Code, then to the extent any payment or benefit that the Executive becomes   entitled to under this Agreement on account of the Executive’s separation   from service would be considered deferred compensation otherwise subject to   the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code   as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such   payment shall not be payable and such benefit shall not be provided until the   date that is the earlier of (A) six months and one day after the Executive’s   separation from service, or (B) the Executive’s death. If any such delayed   cash payment is otherwise payable on an installment basis, the first payment   shall include a catch-up payment covering amounts that would otherwise have   been paid during the six-month period but for the application of this   provision, and the balance of the installments shall be payable in accordance   with their original schedule. (b) All in-kind benefits provided and expenses   eligible for reimbursement under this Agreement shall be provided by the   Company or incurred by the Executive during the time periods set forth in   this Agreement. All reimbursements shall be paid as soon as administratively   practicable, but in no event shall any reimbursement be paid after the last   day of the taxable year following the taxable year in which the expense was   incurred. The amount of in-kind benefits provided or reimbursable expenses   incurred in one taxable year shall not affect the in-kind benefits to be   provided or the expenses eligible for reimbursement in any other taxable year   (except for any lifetime or other aggregate limitation applicable to medical   expenses). Such right to reimbursement or in-kind benefits is not subject to   liquidation or exchange for another benefit. (c) To the extent that any   payment or benefit described in this Agreement constitutes “non-qualified   deferred compensation” under Section 409A of the Code, and to the extent that   such payment or benefit is payable upon the Executive’s termination of   employment, then such payments or benefits shall be payable only upon the   Executive’s “separation from service.” The determination of whether and when   a separation from service has occurred shall be made in accordance with the   presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The   parties intend that this Agreement will be administered in accordance with   Section 409A of the Code. To the extent that any provision of this Agreement   is ambiguous as to its compliance with Section 409A of the Code, the   provision shall be read in such a manner so that all payments hereunder   comply with Section 409A of the Code. Each payment pursuant to this Agreement   is intended to constitute a separate payment for purposes of Treasury   Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may   be amended, as reasonably requested by either party, and as may be necessary   to fully comply with Section 409A 8 ACTIVE/84481365.5 


    




 










of the Code and   all related rules and regulations in order to preserve the payments and   benefits provided hereunder without additional cost to either party. (e) The   Company makes no representation or warranty and shall have no liability to   the Executive or any other person if any provisions of this Agreement are   determined to constitute deferred compensation subject to Section 409A of the   Code but do not satisfy an exemption from, or the conditions of, such   Section. 7. Restrictive Covenants. The terms of the Restrictive Covenants   Agreement between the Company and the Executive, attached hereto as Exhibit   A, continue to be in full force and effect and are incorporated by reference   in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement   as a material term of this Agreement. 8. Litigation and Regulatory   Cooperation. During and after the Executive’s employment, the Executive shall   cooperate fully with the Company in the defense or prosecution of any claims   or actions now in existence or which may be brought in the future against or   on behalf of the Company which relate to events or occurrences that   transpired while the Executive was employed by the Company. The Executive’s   full cooperation in connection with such claims or actions shall include, but   not be limited to, being available to meet with counsel to prepare for   discovery or trial and to act as a witness on behalf of the Company at   mutually convenient times. During and after the Executive’s employment, the   Executive also shall cooperate fully with the Company in connection with any   investigation or review of any federal, state or local regulatory authority   as any such investigation or review relates to events or occurrences that   transpired while the Executive was employed by the Company. The Company shall   reimburse the Executive for any reasonable out-of-pocket expenses incurred in   connection with the Executive’s performance of obligations pursuant to this   Section 8. 9. Relief. If the Executive breaches, or proposes to breach, any   portion of this Agreement, including any of the Restrictive Covenants, or, if   applicable, the Release Agreement, the Company shall be entitled, in addition   to all other remedies that it may have, to an injunction or other appropriate   equitable relief to restrain any such breach, and, if applicable, the Company   shall have the right to suspend or terminate the payments, benefits and or   accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or   termination shall not limit the Company’s other options with respect to   relief for such breach and shall not relieve the Executive of duties under   this Agreement, the Restrictive Covenants or the Release Agreement. 10.   Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of   any disputes as to the meaning, effect, performance or validity of this   Employment Agreement, the Restrictive Covenants Agreement or arising out of,   related to, or in any way connected with your employment with the Company any   other relationship between you and the Company (“Disputes”) will be governed   by the law of the Commonwealth of Massachusetts, excluding laws relating to   conflicts or choice of law. The Executive and the Company submit to the   exclusive personal jurisdiction of the federal and state courts located in   the Commonwealth of Massachusetts in connection with any Dispute or any claim   related to any Dispute and agree that any claims or legal action shall be   commenced and maintained solely in a state or federal court located in the   Commonwealth of Massachusetts. 9 ACTIVE/84481365.5 


    




 










11.   Integration. This Agreement constitutes the entire agreement between the   parties with respect to the subject matter hereof and supersedes all prior   agreements between the parties concerning such subject matter, including   without limitation the Prior Agreements, and expressly supersedes any   provisions relating to accelerated vesting in connection with a Sale Event   contained in the Equity Documents, provided the Restrictive Covenant   Agreement, the Equity Documents (other than the provisions relating to   accelerated vesting in connection with a Sale Event) shall remain in full   force and effect. 12. Taxes. All forms of compensation referred to in this   Agreement are subject to reduction to reflect applicable withholding and   payroll taxes and other deductions required by law. The Executive hereby   acknowledges that the Company does not have a duty to design its compensation   policies in a manner that minimizes tax liabilities. 13. Enforceability. If   any portion or provision of this Agreement (including, without limitation,   any portion or provision of any section of the Restrictive Covenant   Agreement) shall to any extent be declared illegal or unenforceable by a   court of competent jurisdiction, then the remainder of this Agreement, or the   application of such portion or provision in circumstances other than those as   to which it is so declared illegal or unenforceable, shall not be affected   thereby, and each portion and provision of this Agreement shall be valid and   enforceable to the fullest extent permitted by law. 14. Survival. The   provisions of this Agreement shall survive the termination of this Agreement   and/or the termination of the Executive’s employment to the extent necessary   to effectuate the terms contained herein. 15. Waiver. No waiver of any   provision hereof shall be effective unless made in writing and signed by the   waiving party. The failure of any party to require the performance of any   term or obligation of this Agreement, or the waiver by any party of any breach   of this Agreement, shall not prevent any subsequent enforcement of such term   or obligation or be deemed a waiver of any subsequent breach. 16. Notices.   Any notices, requests, demands and other communications provided for by this   Agreement shall be sufficient if in writing and delivered in person or sent   by a nationally recognized overnight courier service or by registered or   certified mail, postage prepaid, return receipt requested, to the Executive   at the last address the Executive has filed in writing with the Company or,   in the case of the Company, at its main offices, attention of the Board. 17.   Amendment. This Agreement may be amended or modified only by a written   instrument signed by the Executive and by a duly authorized representative of   the Company. 18. Counterparts. This Agreement may be executed in any number   of counterparts, each of which when so executed and delivered shall be taken   to be an original; but such counterparts shall together constitute one and   the same document. 19. Assignment and Transfer by the Company. The Company   shall have the right to assign and/or transfer this Agreement to any entity   or person, including without limitation the Company’s parents, subsidiaries   and other affiliates. The Executive expressly consents to such assignment   and/or transfer. 10 ACTIVE/84481365.5 


    




 










20. Successor   to Compan y. The Company shall require any successor (whether direct or   indirect, by purchase, merger, consolidati on or otherwise) to a ll or   substantially all of the business or assets of the Company expressly to   assume and agree to perform this Agreement to the same extent that the   Company would be req uired to perform it if no succession had taken place.   Failure of the Company to obta in an assumption of this Agreement at or prior   to the effectiveness of any succession shall be a materia l breach of this   Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement   effecti ve on the date and year first above written. Carbon Black, INC. By:   /s/ Patrick Morley Patrick Morley, Chief Executive Officer - .,.--- EXECUTIVE   - /s/ RRyaynanPPoolklk Ryan Polk II ACTIVE/8448 I 365.5 


    




 






 



Exhibit A:   Restrictive Covenant Agreement ACTIVE/84481365.5 


    




 










Non-Competition,   Non-Solicitation and Confidentiality and Assignment Agreement In   consideration and as a condition of my employment or continued employment   with Carbon Black, Inc. (together with its parents, subsidiaries and   affiliates, the “Company”), I agree as follows: 1.!Proprietary Information. I   agree that all 5.!Developments. I will make full and prompt disclosure to the   Company of all inventions, discoveries, designs, developments, methods,   modifications, improvements, processes, algorithms, databases, computer   programs, formulae, techniques, trade secrets, graphics or images, audio or   visual works, and other works of authorship information, whether or not in   writing, concerning the Company’s business, technology, business   relationships or financial affairs which the Company has not released to the   general public (collectively, “Proprietary Information”) is and will be the   exclusive property of the Company. Proprietary Information also includes   information received in confidence by the Company from its customers or   suppliers or other third parties. (collectively “Developments”), whether or   not patentable or copyrightable, that are created, made, conceived or reduced   to practice by me (alone or jointly with others) or under my direction during   the period of my employment. I acknowledge that all work performed by me is   on a “work for hire” basis, and I hereby do assign and transfer and, to the   extent any such assignment cannot be made at present, will assign and   transfer, to the Company and its successors and assigns all my right, title   and interest in all Developments that (a) relate to the business of the   Company or any customer of or supplier to the Company or any of the products   or services being researched, developed, manufactured or sold by the Company   or which may be used with such products or services; or (b) result from tasks   assigned to me by the Company; or (c) result from the use of premises or   personal property (whether tangible or intangible) owned, leased or   contracted for by the Company (“Company-Related Developments”), and all   related patents, patent applications, trademarks and trademark applications,   copyrights and copyright applications, and other intellectual property rights   in all countries and territories worldwide and under any 2.!Recognition of   Company’s Rights. I will not, at any time, without the Company’s prior   written permission, either during or after my employment, disclose any   Proprietary Information to anyone outside of the Company, or use or permit to   be used any Proprietary Information for any purpose other than the   performance of my duties as an employee of the Company. I will cooperate with   the Company and use my best efforts to prevent the unauthorized disclosure of   all Proprietary Information. I will deliver to the Company all copies of   Proprietary Information in my possession or control upon the earlier of a   request by the Company or termination of my employment. 3.!Rights of Others.   I understand that the Company is now and may hereafter be subject to   non-disclosure or confidentiality agreements with third persons which require   the Company to protect or refrain from use of proprietary information. I   agree to be bound by the terms of such agreements in the event I have access   to such proprietary information. international Rights”). conventions   (“Intellectual Property To preclude any possible uncertainty, I have set   forth on Exhibit A attached hereto a complete list of 4.!Commitment to   Company; Avoidance of Conflict of Interest. While an employee of the Company,   I will Developments that I have, alone or jointly with others, conceived,   developed or reduced to practice prior to the commencement of my employment   with the Company that I consider to be my property or the property of third   parties and that I wish to have excluded from the scope of this Agreement   (“Prior Inventions”). If disclosure of any such Prior Invention would cause   me to violate any prior confidentiality agreement, I understand that I am not   to list such Prior Inventions in Exhibit A but am only devote my full-time   efforts to the Company’s business and I will not engage in any other business   activity that conflicts with my duties to the Company. I will advise the   president of the Company or his or her nominee at such time as any activity   of either the Company or another business presents me with a conflict of   interest or the appearance of a conflict of interest as an employee of the   Company. I will take whatever action is requested of me by the Company to   resolve any conflict or appearance of conflict which it finds to exist. to   disclose a cursory name for each such invention, a listing of the party(ies)   to whom it belongs and the fact that full disclosure as to such inventions   has not been 


    




 










!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!   made for that reason. If, in the course of my employment with the Company, I   incorporate a Prior Invention into a Company product, process or machine or   other work done for the Company, I hereby grant to the Company a employment   for any reason, I will deliver to the Company all files, letters, notes,   memoranda, reports, records, data, sketches, drawings, notebooks, layouts,   charts, quotations and proposals, specification sheets, models, prototypes,   or other written, photographic or nonexclusive, royalty-free, paid-up,   irrevocable, worldwide license (with the full right to sublicense) to make,   have made, modify, use, sell, offer for sale and other tangible material   containing Proprietary Information, and other materials of any nature   pertaining to the Proprietary Information of the Company and to my work, and   will not take or keep in my possession any of the foregoing or any copies.   import such Prior Invention. Notwithstanding the foregoing, I will not   incorporate, or permit to be incorporated, Prior Inventions in any Company-Related   Development without the Company’s prior written consent. 7.!Enforcement of   Intellectual Property Rights. I will cooperate fully with the Company, both   during and after my employment with the Company, with respect to the This   Agreement does not obligate me to assign to the Company any Development   which, in the sole judgment of the Company, reasonably exercised, is   developed entirely on my own time and does not relate to the business efforts   or research and development efforts in which, during the period of my   employment, the Company actually is engaged or reasonably would be engaged,   and does not result from the use of premises or equipment owned or leased by   the Company. However, I will also promptly disclose to the Company any such   Developments for the purpose of determining whether they qualify for such   exclusion. I understand that to the extent this Agreement is required to be   construed in accordance with the laws of any state which precludes a   requirement in an employee agreement to assign certain classes of inventions   made by an employee, this paragraph 5 will be interpreted not to apply to any   invention which a court rules and/or the Company agrees falls within such   classes. I also hereby waive all claims to any moral rights or other special   rights which I may have or accrue in any Company-Related Developments.   procurement, maintenance and enforcement of Intellectual Property Rights in   Company-Related Developments. I will sign, both during and after the term of   this Agreement, all papers, including without limitation copyright   applications, patent applications, declarations, oaths, assignments of   priority rights, and powers of attorney, which the Company may deem necessary   or desirable in order to protect its rights and interests in any   Company-Related Development. If the Company is unable, after reasonable   effort, to secure my signature on any such papers, I hereby irrevocably   designate and appoint each officer of the Company as my agent and   attorney-in-fact to execute any such papers on my behalf, and to take any and   all actions as the Company may deem necessary or desirable in order to   protect its rights and interests in any Company-Related Development.   8.!Non-Competition and Non-Solicitation. In order to protect the Company’s   Proprietary Information and good will, during my employment with the Company   and for a period of twelve (12) months following the termination of my   employment for any reason (the “Restricted Period”), I will not directly or   indirectly, whether as owner, partner, shareholder, director, manager,   consultant, agent, employee, co-venturer or otherwise, engage, participate or   invest in any business activity anywhere in the world that develops,   manufactures or markets any products, or performs any services, that are   competitive with the products or services of the Company, or products or   services that the Company or its affiliates, has under development or that   are the subject of active planning at any time during my employment, provided   that this shall not prohibit any possible investment in publicly traded stock   of a company representing less than one percent of the stock of such company.   In addition, during the Restricted Period, I will not, directly or   indirectly, in any manner, other than for the benefit of the Company, (a)   call upon, solicit, divert, take away, accept or conduct any business from or   with any of the customers or prospective customers of the Company or any of   its suppliers, and/or 6.!Documents and Other Materials. I will keep and   maintain adequate and current records of all Proprietary Information and   Company-Related Developments developed by me during my employment, which   records will be available to and remain the sole property of the Company at   all times. All files, letters, notes, memoranda, reports, records, data, sketches,   drawings, notebooks, layouts, charts, quotations and proposals, specification   sheets, models, prototypes, or other written, photographic or other tangible   material containing Proprietary Information, whether created by me or others,   which come into my custody or possession, are the exclusive property of the   Company to be used by me only in the performance of my duties for the   Company. Any property situated on the Company’s premises and owned by the   Company, including without limitation computers, disks and other storage   media, filing cabinets or other work areas, is subject to inspection by the   Company at any time with or without notice. In the event of the termination   of my 2 


    




 










!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!   (b) solicit, entice, attempt to persuade any other employee or consultant of   the Company to leave the Company for any reason or otherwise participate in   or facilitate the hire, directly or through another entity, of any person who   is employed or engaged by the Company or who was employed or engaged by the   Company within six months of any attempt to hire such person. I acknowledge   and agree that if I violate any of the provisions of this paragraph 8, the   running of the Restricted Period will be extended by the time during which I   engage in such violation(s). 12.! Survival and Assignment by the Company. I   understand that my obligations under this Agreement will continue in   accordance with its express terms regardless of any changes in my title,   position, duties, salary, compensation or benefits or other terms and   conditions of employment. I further understand that my obligations under this   Agreement will continue following the termination of my employment regardless   of the manner of such termination and will be binding upon my heirs,   executors and administrators. The Company will have the right to assign this   Agreement to its affiliates, successors and assigns. I expressly consent to   be bound by the provisions of this Agreement for the benefit of the Company   or any parent, subsidiary or affiliate to whose employ I may be transferred   without the necessity that this Agreement be resigned at the time of such   transfer. 9.!Prior Agreements. I hereby represent that, except as I have   fully disclosed previously in writing to the Company, I am not bound by the   terms of any agreement with any previous employer or other party to refrain   from using or disclosing any trade secret or confidential or proprietary   information in the course of my employment with the Company or to refrain   from competing, directly or indirectly, with the business of such previous   employer or any other party. I further represent that my performance of all   the terms of this Agreement as an employee of the Company does not and will   not breach any agreement to keep in confidence proprietary information,   knowledge or data acquired by me in confidence or in trust prior to my   employment with the Company. I will not disclose to the Company or induce the   Company to use any confidential or proprietary 13.! Severability. In case any   provisions (or portions thereof) contained in this Agreement shall, for any   reason, be held invalid, illegal or unenforceable in any respect, such   invalidity, illegality or unenforceability shall not affect the other   provisions of this Agreement, and this Agreement shall be construed as if   such invalid, illegal or unenforceable provision had never been contained   herein. If, moreover, any one or more of the provisions contained in this   Agreement shall for any reason be held to be excessively broad as to duration,   geographical scope, activity or subject, it shall be construed by limiting   and reducing it, so as to be enforceable to the extent compatible with the   applicable law as it shall then appear. information or material belonging   employer or others. to any previous 10.! Remedies Upon Breach. I understand   that Agreement are the restrictions contained in this necessary for the   protection of the business and goodwill of the Company and I consider them to   be reasonable for such purpose. Any breach of this Agreement is likely to   cause the Company substantial and irrevocable damage and therefore, in the   event of such breach, the Company, in addition to such other remedies which   may be available, will be entitled to specific performance and other   injunctive relief, without the posting of a bond. If I violate this   Agreement, in addition to all other remedies available to the Company at law,   in equity, and under contract, I agree that I am obligated to pay all the   Company’s costs of enforcement of this Agreement, including attorneys’ fees   and expenses. 14.! Interpretation. This Agreement will be deemed to be made   and entered into in the State of Massachusetts, and will in all respects be   interpreted, enforced and governed under the laws of the State of   Massachusetts. I hereby agree to consent to personal jurisdiction of the   state and federal courts in the State of Massachusetts for purposes of   enforcing this Agreement, and waive any objection that I might have to   personal jurisdiction or venue in those courts. 15.! Other Agreements. This   Agreement shall supplement, and shall not limit or be limited by any other   restrictive covenant agreement to which the Company (or any its subsidiaries   or affiliates) and I are parties, including, without limitation, any   noncompetition, nonsolicitation and/or assignment of inventions agreement I   previously entered into with the Company. 11.! No Employment Obligation. I   understand that this Agreement does not create an obligation on the Company   or any other person to continue my employment. I acknowledge that, unless   otherwise agreed in a formal written employment agreement signe1d.( on behalf   of the Company by an authorized officer, my employment with the Company is at   will and therefore may be terminated by the Company or me at any time and for   any reason, with or without cause. [End of Text] 3 


    




 






 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment (“Amendment”) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Ryan Polk (the “Executive”).

 

WHEREAS, the Company and the Executive entered into an Employment Agreement dated January 1, 2017 (the “Employment Agreement”); and

 

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

 

1.              Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from six to nine months.

 

2.              The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“(i) the Company shall pay the Executive an amount equal to (i) nine months of Executive’s Base Salary; plus (ii) 75% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over nine months (the “Severance Period”) commencing within 60 days after the Date of Termination”

 

3.              Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

 











 

4.              Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

 

5.              This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.  The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

 

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

 

	
 
    	
CARBON   BLACK, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Patrick Morley
    
	
 
    	
Name:   Patrick Morley
    
	
 
    	
Title:   President & CEO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EXECUTIVE
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Ryan Polk
    
	
 
    	
Ryan   Polk