Exhibit 4.3 


 


SPLUNK INC.


 


INDUCEMENT PERFORMANCE UNIT AWARD AGREEMENT


 


This award constitutes a
non-plan “inducement award” as contemplated by The Nasdaq Stock Market Listing Rule 5635(c)(4) and is therefore
not made under the Splunk Inc. 2012 Equity Incentive Plan (the “Plan”). Nonetheless, this award is subject to the terms and
conditions of the Plan as if it were granted under the Plan. Unless otherwise defined herein, the terms defined in the Plan will have
the same defined meanings in this Performance Unit Award Agreement, including the exhibits and any Addendum, which includes any applicable
country-specific provisions (together, the “Award Agreement”).


 


		1.	NOTICE OF PERFORMANCE UNIT GRANT



 


		2.	Participant Name:	Gary Steele



 


			Employee ID:	[●]



 


			Address:	[●]



 


Participant has been granted the right to receive an Award of Performance Units, subject to the terms and conditions of the Plan and this
Award Agreement, as follows:


 


	Date of Grant	April 11, 2022
	
    Target Number of Performance Units
	[●]
	Maximum Number of Performance Units	200% of Target Number of Performance Units 
	Performance Periods	
    First Performance Period:
    March 1, 2022, through February 28, 2023

     

    Second Performance Period:
    March 1, 2022, through February 29, 2024

     

    Third Performance Period:
    March 1, 2022 through February 28, 2025

	
    Performance Matrix
	The portion of the Performance Units in which Participant may vest in accordance with the Vesting Schedule below will depend upon achievement of the performance goal set forth in and in accordance with the Performance Matrix, attached hereto as Exhibit B.  Any Performance Units that are earned based on achievement of the performance goal set forth in the attached Performance Matrix shall be referred to herein as “Earned Performance Units” and be eligible for vesting in accordance with the Vesting Schedule and Change in Control sections below.
	Vesting Schedule	100% of Earned Performance Units will vest on March 10 immediately following the end of the Performance Period to which such Earned Performance Units relate, subject to Participant remaining a Service Provider through such March 10, and further subject to any acceleration provisions in the Plan or in this Award Agreement.



 






     


     


    

 


	Change in Control	
    If a Change in Control occurs
    before the last day of a particular Performance Period and Participant remains a Service Provider through the date of such Change in Control,
    then the Administrator will certify in writing the extent to which the performance goal is achieved during the corresponding Adjusted
    Performance Period (as set forth in and in accordance with the Performance Matrix, attached hereto as Exhibit B), and the
    Earned Performance Units for such Adjusted Performance Period will vest as follows:

     

    ●     A pro-rated
number of such Earned Performance Units (equal to (i) the number of such Earned Performance Units multiplied by (ii) the fraction
obtained by dividing (x) the number of full months in the Adjusted Performance Period by (y) the number of full months in the
original Performance Period, rounded down to the nearest whole Earned Performance Unit) will vest as of immediately prior to such Change
in Control; and

     

    ●     The
remaining Earned Performance Units will vest in equal installments on each monthly anniversary of such Change in Control during the remainder
of the Third Performance Period, in each case subject to Participant remaining a Service Provider through such monthly anniversary, and
further subject to any acceleration provisions in the Plan or in this Award Agreement.



 


Subject to the terms set
forth in Exhibit B, in the event Participant ceases to be a Service Provider for any or no reason before Participant vests
in any Performance Units, such Performance Units and Participant’s right to acquire any Shares with respect to such Performance
Units hereunder will terminate as set forth in Section 5 of the Terms and Conditions of Performance Unit Grant. Notwithstanding the
foregoing, Participant may still be considered to be providing services and will continue to vest in the Performance Units while on an
approved leave of absence.


 


By Participant’s Acceptance
of this award and the signature of the representative of Splunk Inc. (the “Company”) below, Participant and the Company agree
that this Award of Performance Units is not granted under but governed by the terms and conditions of the Plan and this Award Agreement,
including the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A and the Performance Matrix, attached
hereto as Exhibit B, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands
all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify
the Company upon any change in the residence address indicated above.


 






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SPLUNK
INC.


 


 [●]




 


By: Jason Child


Title: Senior Vice President and Chief Financial
Officer


 






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EXHIBIT A


 


TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT


 


1.          Grant.
The Company hereby grants to the individual named in the Notice of Performance Unit Grant attached to this Award Agreement (the “Participant”)
an Award of Performance Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 17, in the event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.


 


2.          Company’s
Obligation to Pay. Each Performance Unit represents the right to receive a Share on the date it vests. Unless and until the Performance
Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Performance Units.
Prior to actual payment of any vested Performance Units, such Performance Unit will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company. Any Performance Units that vest in accordance with Sections 3 or 4 will
be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Performance
Units will be paid in Shares as soon as practicable after vesting, but in each such case within the period ending no later than the date
that is two and one-half (21⁄2) months from the end of the Company’s tax year that includes the vesting date.


 


3.          Vesting
Schedule. Except as provided in Section 4, and subject to Section 5, the Performance Units awarded by this Award Agreement
will vest in accordance with the vesting provisions set forth in the Notice of Performance Unit Grant or as set forth in Exhibit B.
Performance Units for any particular Performance Period that are scheduled to vest on a certain date or upon the occurrence of a certain
condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously
a Service Provider from the Date of Grant until the earlier of (i) the last day of such Performance Period or (ii) the date
such vesting occurs.


 


4.          Administrator
Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Performance Units at any time, subject to the terms of the Plan. If so accelerated, such Performance Units will be considered
as having vested as of the date specified by the Administrator.


 


Notwithstanding
anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance,
of the Performance Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination
is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death,
and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination
as a Service Provider and (y) the payment of such accelerated Performance Units will result in the imposition of additional tax under
Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service
Provider, then the payment of such accelerated Performance Units will not be made until the date six (6) months and one (1) day
following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination
as a Service Provider, in which case, the Performance Units will be paid in Shares to the Participant’s estate as soon as practicable
following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none
of the Performance Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A”
means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder,
as each may be amended from time to time.


 








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5.          Forfeiture
upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, but subject to any
acceleration provisions in this Award Agreement, the balance of the Performance Units that have not vested as of the time of Participant’s
termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately
terminate, except in the case of termination due to the Participant’s death, in which case, any of the Performance Units that remain
unvested and the Participant’s right to acquire any Shares with respect to such Performance Units will terminate on a date determined
by the Administrator. The date on which Participant ceases to be a Service Provider shall be the date the individual ceases to provide
services. The Administrator shall have the exclusive discretion to determine when Participant is no longer a Service Provider (including
whether Participant may still be considered to be providing services while on an approved leave of absence).


 


6.          Death
of Participant. Upon Participant’s death, any then-unvested Performance Units will be treated as set forth in the Plan. Any
distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s
designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate (or legal
representative for Participant outside the United States). Any such transferee must furnish the Company with (a) written notice of
his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance
with any laws or regulations pertaining to said transfer.


 


7.          Withholding
of Taxes. Participant acknowledges that, regardless of any action taken by the Company, or, if different, Participant’s employer
(the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other tax-related items related to the Performance Units and legally applicable to the Participant (“Tax-Related Items”)
is and remains Participant’s responsibility and may exceed the amount actually withheld by the company or the Employer. Participant
further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Performance Units, including, but not limited to, the grant, vesting or settlement
of the Performance Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt 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 the Performance Units to reduce or eliminate
Participant’s ability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related
Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable,
Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.


 








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The Company and/or the Employer,
or their respective agents will satisfy the obligations with regard to all Tax-Related Items using any method permitted by Section 14(b) of
the Plan. If the Tax-Related Items are to be satisfied through withholding from proceeds of the sale of Shares acquired upon settlement
of the Earned Performance Units, as applicable, through a mandatory sale arranged by the Company (an “Automatic Sale”), Participant’s
acceptance of this Award is Participant’s authorization of such sale and withholding without further consent being required. The
Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable
withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in
cash and will have no entitlement to the Common Stock equivalent. Any Automatic Sale is intended to comply with the requirements of Rule 10b5-1(c)(1) under
the Exchange Act. Therefore, all provisions hereof shall be interpreted consistent with Rule 10b5-1 and shall be automatically modified
to the extent necessary to comply therewith. Until the Administrator determines otherwise, Tax-Related Items will be satisfied by having
the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the Tax-Related Items.


 


Participant agrees to pay
to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account
for as a result of the Performance Units that cannot be satisfied by the means previously described. The Company may refuse to issue or
deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with
the Tax-Related Items.


 


8.           Nature
of Grant. In accepting the Award of Performance Units, Participant acknowledges, understands and agrees that:


 


(a)          the
Award is not granted under, but subject to the terms and conditions of, the Plan and, in any event, 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 by the Plan;


 


(b)          the
Award of the Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grants
of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted in the past;


 


(c)          all
decisions with respect to future Performance Units or other grants, if any, will be at the sole discretion of the Company;


 


(d)          the
Award of Performance Units shall not create a right to employment or be interpreted as forming an employment or service contract with
the Company, the Employer, the Parent or any Subsidiary of the Company;


 


(e)          Participant
is voluntarily receiving the Performance Units;


 


(f)          the
Performance Units and the Shares subject to the Performance Units are not intended to replace any pension rights or compensation;


 






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(g)           the
Performance Units and the Shares subject to the Performance Units, and the income and value of same, are not part of normal or expected
compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar payments;


 


(h)           the
future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;


 


(i)            no
claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Units resulting from Participant ceasing
to be a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction
where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Award of
the Performance Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against
the Company, any of its Subsidiaries or the Employer, waive his or her ability, if any, to bring any such claim involving forfeiture of
the Performance Units, and release the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing,
any such claim is allowed by a court of competent jurisdiction, then, by accepting the Performance Units, Participant shall be deemed
irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal
of such claim;


 


(j)            unless
otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Award Agreement
do not create any entitlement to have the Performance Unit 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 the Company; and


 


(k)           the
following provisions apply only if Participant is providing services outside the United States:


 


(i)          the
Performance Units and the Shares subject to the Performance Units are not part of normal or expected compensation or salary for any purpose;
and


 


(ii)         Participant
acknowledges and agrees that neither the Company, the Employer, the Parent nor any Subsidiary of the Company shall be liable for any foreign
exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Performance
Units or of any amounts due to Participant pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired
upon settlement.


 


9.           No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s receipt of the Performance Units, or Participant’s acquisition or sale of the underlying Shares. Participant
is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her Performance Units before
taking any action related to the Performance Units.


 






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10.          Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After
such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such
Shares and receipt of dividends and distributions on such Shares.


 


11.          No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE PERFORMANCE UNITS PURSUANT TO THE TERMS
OF THIS AGREEMENT IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR EMPLOYER) AND NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS AWARD OF PERFORMANCE UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULES SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE
IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR EMPLOYER TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


12.          Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form,
of Participant’s personal data as described in this Award Agreement and any other Performance Unit grant materials (“Data”)
by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and
managing the Performance Units.


 


Participant understands
that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all Performance Units or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing,
administering and managing the Performance Units.


 


Participant understands
that Data will be transferred to a stock plan service provider selected by the Company, to assist with the implementation, administration
and management of the Performance Units. Participant understands that the recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that if Participant resides outside the United States, he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant
authorizes the Company, the Company’s stock plan service provider and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the Performance Units to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Performance Units.
Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Performance Units.
Participant understands that if he or she resides outside the United States, he or she 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 Participant’s local human resources representative. Further, Participant understands
that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later
seeks to revoke his or her consent, Participant’s employment status or service and career with the Employer will not be adversely
affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to
grant Participant Performance Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that
refusing or withdrawing Participant’s consent may affect Participant’s ability to retain the Performance Units. For more information
on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact
his or her local human resources representative.


 








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13.         Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care
of Splunk Equity Team at Splunk Inc., at 270 Brannan Street, San Francisco, California, United States 94107, or at such other address
as the Company may hereafter designate in writing.


 


14.         Grant
is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby
will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject
to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this grant and the rights and privileges conferred hereby immediately will become null and void.


 


15.         Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon
and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


16.         Additional
Conditions to Issuance of Stock.


 


(a)          If
at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing,
registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company.
Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws,
the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no
longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such governmental authority.


 






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(b)          Participant’s
sale of Shares may be subject to any market blackout period that may be imposed by the Company and must comply with the Company’s
insider trading policies and any other applicable securities laws. The Company’s insider trading policy applies to all Service Providers.
The Company’s insider trading policy prohibits a Participant and others from buying or selling Shares when such Participant has
material nonpublic information. Material nonpublic information is material information about the Company that is not yet public but that
a reasonable investor would consider important in deciding whether to buy or sell Shares. Trading while in possession of material nonpublic
information is not only a violation of the Company’s policy but also of securities laws. Penalties for such violations can be severe.
Please review the Company’s insider trading policy before making any trades. A copy of the Company’s insider trading policy
is available on the Company’s intranet site, under Legal and Polices, or Participant may request a copy from the Legal Department
(legal@splunk.com) or our Equity Team (equity@splunk.com).


 


17.          Plan
Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions
of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not
defined in this Award Agreement will have the meaning set forth in the Plan.


 


18.          Administrator
Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Performance Units have vested). All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with
respect to the Plan or this Award Agreement.


 


19.          Language.
If Participant received this Award Agreement or any other document related to 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.


 


20.          Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Performance Units or future Performance
Units that may be awarded by electronic means or request Participant’s consent to receive the Performance Units or future Performance
Units by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the
grant of the Performance Units through any on-line or electronic system established and maintained by the Company or another third party
designated by the Company.


 


21.          Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.


 


22.          Agreement
Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable
from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.


 






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23.          Modifications
to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly
warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than
those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by
a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves
the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant,
to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A
in connection to this Award of Performance Units.


 


24.          Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award
of Performance Units subject to the terms and conditions of the Plan, and has received, read and understood a description of the Plan.
Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


25.          Governing
Law. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under this Award of Performance Units or this Award Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts
of San Francisco County, California, or the federal courts for the United States for the Northern District of California, and no other
courts, where this Award of Performance Units is made and/or to be performed.


 


26.          Addendum.
Notwithstanding any provisions in this Award Agreement, the Award of Performance Units shall be subject to any special terms and conditions
set forth in any Addendum to this Award Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries
included in the Addendum, the special terms and conditions for such country will apply to Participant, to the extent the Company determines
that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes
part of this Award Agreement.


 


27.          Imposition
of Other Requirements. The Company reserves the right to impose other requirements on the Performance Units and on any Shares acquired
thereunder, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant
to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 


28.          Waiver.
Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed
as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Participant or any other Participant.


 


29.          Clawback.
The Performance Units (including any proceeds, gains or other economic benefit received by the Participant from a subsequent sale of Shares
issued upon vesting) will be subject to the Splunk Inc. Clawback Policy adopted as of September 2, 2014 and effective as of February 1,
2015, as amended on March 9, 2015, and as may be further amended from time to time to comply with the requirement of Applicable Laws.


 








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30.          Hart-Scott-Rodino.
To the extent necessary to comply with the filing requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Participant
agrees to take any and all necessary actions to arrange for and complete the immediate and automatic sale of the Shares subject to this
Award as such Shares vest and are settled to Participant under this Agreement.


 






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EXHIBIT B


 


PERFORMANCE MATRIX


 


The following terms shall
apply to the Award of Performance Units granted to the Participant identified in the Notice of Performance Unit Grant attached to the
Award Agreement to which this Performance Matrix is attached. Unless otherwise defined herein, capitalized terms shall have the meanings
set forth in the Plan or Award Agreement, as applicable.


 


Performance-Based Vesting Component:


 


The number of Earned Performance
Units (if any) for a Performance Period will be determined based on how the total shareholder return (“TSR”) of the Company
during such Performance Period compares to the TSRs of the Indexed Companies (as defined below) during such Performance Period. The “Index”
means the SPDR S&P Software & Services ETF (XSW) or any successor index thereto. “Indexed Companies” means the
companies that (i) are in the Index as of the beginning of the applicable Performance Period or Adjusted Performance Period (as defined
below), as applicable, and (ii) have common stock traded on an established stock exchange or a national market system as of the end
of the applicable Performance Period or Adjusted Performance Period, as applicable.


 


Relative
TSR: Except as provided under the section below entitled “Change in Control” or “Involuntary Separation from
Service”, the number of Earned Performance Units (if any) for a Performance Period will be determined based on the TSR of the Company
(the “Company TSR”) during such Performance Period relative to the TSRs of the Indexed Companies (each, an “Indexed
Company TSR”) during such Performance Period, determined as follows:


 


 1)            Step 1: Calculate the beginning price with respect to the Company and each Indexed Company by determining the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the 30 consecutive trading days ending with the last trading day before the beginning of the Performance Period (each, a “Beginning Price” and such 30 consecutive trading day period, the “Beginning Period”).




 


 2)            Step 2: Calculate the ending price with respect to the Company and each Indexed Company by determining the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the 30 consecutive trading days ending on the last trading day of the Performance Period (each, an “Ending Price”).




 


 3)            Step 3: Calculate the Company TSR and each Indexed Company TSR by applying the following formula:




 


		(a)	obtain the quotient of (x) the sum of the Ending Price plus the value of dividends and other distributions
paid where the ex-dividend date occurs during the Beginning Period or the Performance Period over (y) the sum of the Beginning
Price plus the value of dividends and other distributions paid where the ex-dividend date occurs during the Beginning Period; and



 


		(b)	subtract 1 from such quotient.



 






    	 	-13-	 



     


    

 


The Company TSR and each Indexed
Company TSR will each be expressed as a percent of increase (i.e., a positive percent) or decrease (i.e., a negative percent) rounded
to the closest two decimal places.


 


 4)            Step 4: Rank the Company TSR and the Indexed Company TSRs from highest (largest positive percentage) to lowest (largest negative percentage).




 


 5)           Step 5: Based on the percentile ranking of the Company TSR relative to the Indexed Company TSRs under Step 4, calculate the number of Performance Units that will become Earned Performance Units (if any), as follows:




 


		●	For each of the First Performance Period and the Second Performance Period, the number of Earned Performance
Units for such Performance Period (if any) will be equal to the product of (x) the Applicable Percentage (as determined below) multiplied
by (y) 1/3rd of the Target Number of Performance Units, with the number of resulting Earned Performance Units rounded
down to the nearest whole Performance Unit.



 


		●	For the Third Performance Period, the number of Earned Performance Units for such Performance Period (if
any) will be equal to (i) the product of (x) the Applicable Percentage (as determined below) multiplied by (y) the
Target Number of Performance Units, with the number of resulting Earned Performance Units rounded down to the nearest whole Performance
Unit, minus (ii) the total number of Earned Performance Units for the First Performance Period and Second Performance Period.



 


The Applicable Percentage
will be determined as follows:


 


	 	 	Applicable Percentage of Target Number of Performance Units 

That Become Earned Performance Units*	 
	Percentile Rank	 	First Performance 

Period	 	 	Second 

Performance 

Period	 	 	Third 

Performance 

Period**	 
	75th percentile or above	 	 	100	%	 	 	100	%	 	 	200	%
	55th percentile	 	 	100	%	 	 	100	%	 	 	100	%
	25th percentile 	 	 	50	%	 	 	50	%	 	 	50	%
	Below 25th percentile	 	 	None	 	 	 	None	 	 	 	None	 



 


		*	If the Company TSR ranks among the Indexed Company TSRs at a
percentile that falls between (i) in the cases of the First Performance Period and the Second Performance Period, the 25th
and 55th percentile thresholds set forth above, and (ii) in the case of the Third Performance Period, the 25th
and the 55th percentile, or the 55th and the 75th percentile, thresholds set forth above, the
Applicable Percentage will be determined based on a linear interpolation between the corresponding Applicable Percentages for such thresholds.
For the avoidance of doubt, if the Company TSR for the First Performance Period or Second Performance Period ranks among the Indexed
Company TSRs above the 55th percentile, the Applicable Percentage will be 100%.



 


		**	Notwithstanding the foregoing, if the Company TSR for the Third
Performance Period is negative, the Applicable Percentage for the Third Performance Period will not exceed 100%.



 








    	 	-14-	 



     


    

 


The
Administrator’s determination as to the number of Performance Units that become Earned Performance Units (if any) for any
Performance Period (the date such determination is made, a “Determination Date”) will be final and binding on Participant
and any other holder of this Award and will be given the maximum deference permitted by Applicable Laws.


 


Change in Control:


 


Notwithstanding the foregoing
section entitled “Relative TSR,” if Participant remains a Service Provider through the date of a Change in Control that occurs
before the last day of the applicable Performance Period, the number of Performance Units for an Adjusted Performance Period (as defined
below) that will become Earned Performance Units (if any) will be calculated applying Steps 1 through 5, except as follows:


 


(a)
     Rather
than being determined based on the Company TSR relative to the Indexed Company TSRs during the Performance Period, the number of Earned
Performance Units (if any) will instead be determined based on the Company TSR during the period beginning on the first day of the Performance
Period and ending on the date the Change in Control occurs (the “Adjusted Performance Period”) relative to the Indexed Company
TSRs during the Adjusted Performance Period, and any references to the “Performance Period” under the “Relative TSR”
section will refer to the “Adjusted Performance Period.”


 


(b)
     The Ending Price for purposes of calculating Company TSR will equal the price payable for a Share in connection with the Change
in Control, with the final determination of the amount so payable determined by the Administrator.


 


(c)
     The
Ending Prices for each share of an Indexed Company will be the average of the closing market prices of such company’s common stock
on the principal exchange on which such stock is traded for the 30 consecutive trading days ending on the last trading day of the
Adjusted Performance Period.


 


All determinations regarding
the Beginning Price, the Ending Price, the Company TSR, the Indexed Company TSRs, and the Applicable Percentage for any Performance Period
will be made by the Administrator in its sole discretion and all such determinations will be final and binding on all parties.


 


Involuntary
Separation from Service.


 


If, prior to the end of a
Performance Period, Participant experiences an “involuntary separation from service” (or similar term) under a circumstance
giving rise to vesting acceleration set forth in any agreement that is in effect between the Participant and the Company providing for
vesting acceleration benefits for the Participant’s Company equity awards upon such Participant’s “involuntary separation
from service” (or similar term) (such agreement, the “Acceleration Agreement”), then (i) 100% of the Target Number
of Performance Units will performance-vest and be treated as Earned Performance Units for such Performance Period and (ii) Participant
will time-vest in the number of Earned Performance Units (if any) as determined under the Acceleration Agreement. Any Performance Units
that do not performance-vest and time-vest pursuant to the foregoing provision will be forfeited following such “involuntary separation
from service” (or similar term).


 








    	 	-15-	 



     


    

 


If, on or following the end
of a Performance Period but prior to the related time-vesting date on the following March 10, Participant experiences an “involuntary
separation from service” (or similar term) under a circumstance giving rise to vesting acceleration under the Acceleration Agreement,
then (i) the percentage of the Performance Units that will performance-vest and be treated as Earned Performance Units for such Performance
Period will be based on actual performance for such Performance Period as determined by the Administrator and (ii) Participant will
time-vest in the number of Earned Performance Units (if any) as determined under the Acceleration Agreement. Any Performance Units that
do not performance-vest and time-vest pursuant to the foregoing provision will be forfeited following such “involuntary separation
from service” (or similar term).


 








    	 	-16-