**Exhibit 10.16**

 

[Bazaarvoice letterhead] 

April 2, 2012 

RyanRobinson 

RE:   *Offer of Employment*

Dear Ryan: 

On behalf of Bazaarvoice, Inc. (the “*Company*”), I ampleased to invite you to join the Company as Chief People Officer reporting to me as our President and CEO. In this position, you will be expected to devote your full business time, attention and energies to the performance of your duties with theCompany. If you accept our offer of employment by complying with the instructions set forth in the last paragraph of this offer, your first day of employment will be on or before April 23, 2012. The terms of this offer of employment are asfollows: 

1. *At-Will Employment*. You should be aware that your employment with the Company is for no specified periodand constitutes “at-will” employment. As a result, you are free to terminate your employment at any time, for any reason or for no reason. Similarly, the Company is free to terminate your employment at any time, for any reason or for noreason. 

2. *Compensation*. The Company will pay you a base salary at a rate of $20,833.34 per month (annualized to$250,000.00 per year) in accordance with the Company’s standard payroll policies, including compliance with applicable withholding requirements. In addition to your base salary, you will be eligible to participate in an annual executive bonusplan adopted each fiscal year that sets your target bonus amount to be paid upon achievement of defined goals for the company and you. In your initial year of employment, your targeted annual bonus will be $75,000 at 100% achievement, pro-rated fromyour date of hire. The first and last payment by the Company to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period. The Company will also pay you a signing bonusof $25,000 at the end of May, following your first full month of employment and subject to your continued employment with the Company through such date. 

3. *Stock Ownership*. 

(a) Stock Option. Subject to approval by theCompany’s Board of Directors, you will be granted an option under the Company’s 2012 Equity Incentive Plan to purchase 50,000 shares of the Company’s common stock at a price per share equal to the fair market value of the common stockon the date upon which the Board of Directors approves the option grant. We will recommend that the Company’s Board of Directors set your vesting schedule with respect to such option as follows: One-fourth (1/4th) of the shares subject tothe option will vest on the first anniversary of your employment with the Company and an additional one forty-eighth (1/48th) of the total number of such shares will vest each month thereafter, subject to your continued employment with theCompany on any such date. This stock option will be granted pursuant to a Stock Option Agreement to be entered into between you and the Company. 

(b) Restricted Stock Unit. In addition, subject to approval by the Company’sBoard of Directors, you will be granted a restricted stock unit under the Company’s 2012 Equity Incentive Plan for 30,000 shares of the Company’s common stock, subject to vesting on a schedule to be determined by the Company’s Boardof Directors. This restricted stock unit will be granted pursuant to a Restricted Stock Unit Award Agreement to be entered into between you and the Company. 

(c) Vesting Acceleration. In the event of your Termination Upon Change of Control (as defined in **Exhibit A** attached hereto), all (100%) of your unvested option andrestricted stock unit shall immediately vest. 

4. *Benefits*. During the term of your employment, you will be entitled tothe Company’s standard vacation and benefits covering employees at your level, as such may be in effect from time to time. 

5. *Immigration Laws*. For purposes of federal immigration laws, you will be required to provide to the Company documentary evidenceof your identity and eligibility for employment in the United States. Such documentation must be provided within three business days of the effective date of your employment, or your employment relationship with the Company may be terminated.

6. *Prior Employment Relationships; Conflicting Obligations*. If you have not already done so, we request that youdisclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any suchagreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment,occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with yourobligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize anysuch information. 

7. *Employee Proprietary Information Agreement*. As a condition of this offer of employment, you willbe required on your first day of employment to complete and sign the Company’s standard form of Employee Proprietary Information Agreement (the “*EPIA*”) attached hereto as **Exhibit B**. 

8.*General*. This offer letter, the EPIA and the Stock Option Agreement and Restricted Stock Unit Award Agreement covering theshares described in paragraph 3, when signed by you, set forth the terms of your employment with the Company and supersede any and all prior representations and agreements, whether written or oral. In the event of a conflict between the terms andprovisions of this offer letter, on the one hand, and the EPIA, the Stock Option Agreement and the Restricted Stock Unit Award Agreement, on the other hand, the terms and provisions of the EPIA, the Stock Option Agreement and the Restricted StockUnit Award Agreement will control. Any amendment of this offer letter or any waiver of a right under this offer letter must be in a writing signed by you and an officer of the Company. This offer letter will be governed by Texas law without givingeffect to its conflict of law principles. 

 
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9. *Background Check; Contingencies*. This offer of employment is contingent upon thesatisfactory completion of background screens to be performed by the Company and/or independent contractors of the Company. If such checks fail to satisfy the Company’s requirements for employees at your level, this offer of employment shall berescinded. 

We look forward to you joining the Company. If the foregoing terms are agreeable, please indicate your acceptanceby signing this offer letter in the space provided below and returning it to me not later than April 3, 2012. 

 
Sincerely,BAZAARVOICE, INC.By: /s/ Brett A. Hurt 
Brett A. Hurt,

Presidentand CEO

Agreed and Accepted: 

Signature: /s/ RyanRobinson                                     

Date: April 3, 2012 

 

 
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**EXHIBIT A**

1. “Termination Upon Change of Control” means any termination of your employment by the Company without Cause during the periodcommencing on or after the date that the Company has signed a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Changeof Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier of the date on which such definitive agreement or tender offer hasbeen terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control. 

2. “Cause” means (a) your willful and continued failure to perform substantially your duties with the Company or(b) the willful engaging by you in illegal conduct or gross misconduct which is injurious to the Company. 

3.“Change of Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciaryholding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities; (b) the Company is party to a merger or consolidation, or seriesof related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving oranother entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition ofall or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities ofthe entity acquiring those assets is held by persons who held the voting securities of the Company immediate prior to such transaction or series of transactions; (d) the dissolution or liquidation of the Company, unless after such liquidationor dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of theCompany immediately prior to such liquidation or dissolution; or (f) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing. 

**EXHIBIT B**

**EMPLOYEE PROPRIETARY INFORMATION AGREEMENT**