Exhibit 10.8

 

Deed of Amendment

 

Date 14 October 2013

 

1                                         Jay Norman Simons was granted options in Atlassian Australia pursuant to a letter of offer (Letter) and terms of issue dated on or about 6 October 2009 (Option Terms).

 

2                                         The parties agree that the Option Terms are amended, with effect on and from the Effective Date, to read as set out in Annexure A. For ease of identification and comparison only, the parties have attached to this deed as Annexure B a blackline showing the amendments to the Option Terms.

 

3                                         Except as amended by this deed of amendment (this Deed), all terms and conditions of the Option Terms remain in full force and effect. The amendments to the Option Terms do not affect the validity or enforceability of the Option Terms.

 

4                                         With effect on and from the Effective Date, the Options Terms (as amended by this Deed):

 

(a)                                 are to be read as a single integrated document incorporating the amendments affected by this Deed; and

 

(b)                                 supersede the Letter.

 

5                                         Nothing in this Deed:

 

(a)                                 prejudices or adversely affects any right, power, authority, discretion or remedy which arose under or in connection with the Letter and the Option Terms before the Effective Date; or

 

(b)                                 discharges, releases or otherwise affects any liability or obligation which arose under or in connection with the Letter and the Option Terms before the Effective Date.

 

6                                         This Deed is governed by and will be construed according to the laws of Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and of the courts competent to determine appeals from those courts.

 

7                                         This Deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the Deed of each party who has executed and delivered that counterpart. Each counterpart is an original but the counterparts together are one and the same Deed.

 

8                                         Except as otherwise defined in this Deed, the defined terms used in this Deed have the meaning set out below:

 

Atlassian Australia means Atlassian Corporation Pty Limited ACN 122 325 777.

 

Class Variation Resolutions has the meaning given in the Explanatory Memorandum.

 

Corporations Act means the Corporations Act 2001 (Cth).

 

Effective Date means the date on which all the variations of class rights resulting from all of the Class Variation Resolutions have taken effect in accordance with section 246D of the Corporations Act.

 

Explanatory Memorandum means the explanatory memorandum to be dated on or about 11 October 2013 (or such other date as Atlassian Australia may determine) in relation to the proposed meetings of shareholders of Atlassian Australia to be held on or about 11 November 2013 (or such other date as Atlassian Australia may determine), a draft of which has been exchanged between the parties.

 

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Signing page

 

	
 
    	
Executed as a   deed
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Signed sealed   and delivered for
    	
 
    
	
 
    	
Atlassian   Corporation Pty Limited
    	
 
    
	
 
    	
by
    	
 
    
	
 
    	
 
    	
 
    
	
sign   here
    	
/s/ Tom Kennedy
    	
 
    
	
 
    	
Company   Secretary/Director
    	
 
    
	
 
    	
 
    	
 
    
	
print   name
    	
Tom Kennedy
    	
 
    
	
 
    	
 
    	
 
    
	
sign   here
    	
/s/ Scott   Farquhar
    	
 
    
	
 
    	
Director
    	
 
    
	
 
    	
 
    	
 
    
	
print   name
    	
Scott Farquhar
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Signed sealed   and delivered by
    	
 
    
	
 
    	
Jay   Norman Simons
    	
 
    
	
 
    	
 
    	
 
    
	
sign   here
    	
/s/ Jay Norman Simons
    	
 
    
	
print   name
    	
Jay Norman   Simons
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
in the presence   of
    	
 
    
	
 
    	
 
    	
 
    
	
sign   here
    	
/s/ Tom Kennedy
    	
 
    
	
 
    	
Witness
    	
 
    
	
 
    	
 
    	
 
    
	
print   name
    	
Tom Kennedy
    	
 
    


 

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Annexure A — Clean version of amended Option Terms

 

(Attached as a separate document)

 

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ATLASSIAN CORPORATION PTY LIMITED

 

ACN 122 325 777

 

Terms of Issue of Option

 

	
1
    	
Employee
    	
Jay Norman Simons
    
	
 
    	
 
    	
 
    
	
2
    	
Grant   Date
    	
April 22, 2009
    
	
 
    	
 
    	
 
    
	
3
    	
Number &   Type of Shares
    	
2,000,000 fully paid   Class B Ordinary Shares in Atlassian Corporation Pty Limited (the Company)
    
	
 
    	
 
    	
 
    
	
4
    	
Consideration   for Grant of Option
    	
This Option is granted   to you for free. No amount is payable by you to receive this Option.
    
	
 
    	
 
    	
 
    
	
5
    	
Conversion
    	
Each vested Option   entitles you to receive one fully paid Class B Ordinary Share in the   Company (Share).
    
	
 
    	
 
    	
 
    
	
6
    	
Voting   Rights and Distributions
    	
Options do not confer   on its holder any shareholder rights such as voting or dividend rights.   Shareholder rights will only arise once Shares are issued (or transferred as   the case may be) to you.
    
	
 
    	
 
    	
 
    
	
7
    	
Exercise   Price
    	
The exercise price for   each Option is AU$0.823 The total exercise price is AU$1,646,000.00 All   amounts are in Australian dollars.
    
	
 
    	
 
    	
 
    
	
8
    	
Expiry   Date
    	
This Plan and the   Option will terminate on June 2, 2018, provided that the Option may   terminate earlier as provided in Section 11 below.
    
	
 
    	
 
    	
 
    
	
9
    	
Vesting   Schedule
    	
The Shares subject to   this Option will vest in accordance with the following schedule, subject to your   continued service with the Company or any of its Bodies Corporate:
    
	
 
    	
 
    	
 
    
	
 
    	
Tranche
    	
 
    	
Vesting Date
    	
 
    	
Number of Shares
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
1
    	
 
    	
June 2, 2009
    	
 
    	
500,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
2-37
    	
 
    	
1st of each month after first Vesting Date
    	
 
    	
1 /48th each tranche (1,500,000 in total)
    	
 
    
									


 

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10
    	
Acceleration   of Vesting
    	
(1)
    	
In the event of an Exit   Event and you are, or will be, terminated without cause as a direct result of   the Exit Event, there will be a 50% acceleration of your unvested options,   immediately before and contingent on, the Exit Event.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(2)
    	
On or prior to an Exit   Event, the Company must:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
notify you that this   Option will have 50% accelerated vesting as a result of the Exit Event   occurring,
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)
    	
make appropriate   arrangements to ensure you are able to exercise this Option on or prior to   (and contingent upon) the Exit Date, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(c)
    	
use reasonable   endeavours to ensure that the Shares issued as a result of the exercise of   this Option upon an Exit Event are accorded the same rights and receive the   same benefits in relation to the Exit Event as pre-existing Shares.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(3)
    	
Any portion of this   Option that is not exercised shall terminate immediately upon an Exit Event   occurring, unless the applicable successor company assumes this Option or   substitutes a substantially equivalent option for this Option.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(4)
    	
For the purposes of   this rule 10, an Exit Event means   any of:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
the sale or transfer of   more than 50% of the shares in the Company whether in a single transaction or   a series of related transactions,
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)
    	
the sale of the whole   or substantially the whole of the assets of the Company by a single   transaction or a series of related transactions, or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(c)
    	
any other event or   series of events that results in or allows a disposal or realisation of all   shareholders’ interests in the Company and which the Board of Directors of   the Company (Board) declares to be an Exit   Event.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
11
    	
Lapsing   of Option
    	
Unless otherwise   determined by the Board in its absolute discretion, if you cease to provide   services to the Company or any of its Bodies Corporate for any reason   (including without limitation death or disability), this Option will   automatically lapse 3 months from the date on which you cease to provide   services to the Company or any of its Bodies Corporate.
    
	
 
    	
 
    	
 
    
	
12
    	
Transfer   Restrictions
    	
This Option may not,   without consent of the Board, be sold, pledged, assigned, hypothecated,   transferred, or disposed of in any manner other than by will or by the laws   of descent or distribution and may be exercised, during your lifetime, only
    
						


 

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by you.
    
	
 
    	
 
    	
 
    
	
13
    	
Reconstruction
    	
Subject to any   applicable laws, rules or regulations, in the event of any   reconstruction of the Shares in the Company, your entitlement to Shares   attaching to this Option, the exercise price of this Option and the number of   Shares issuable pursuant to this Plan, must be reconstructed accordingly. Any   such reconstruction must be done in a manner which will not result in any   additional benefits being conferred on you which are not conferred on the   shareholders of the Company but in all other respects the terms for the   exercise of this Option will remain unchanged.
    
	
 
    	
 
    	
 
    
	
14
    	
Disposal
    	
The Shares issued (or   transferred) to you upon exercise of this Option will be subject to the   restrictions in, and may only be transferred in accordance with, the   Company’s constitution and the Shareholders’ Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Shareholders’ Agreement means   the shareholders agreement originally dated 2 July 2010, and amended and   restated on 31 January 2012 (and as further amended and restated from   time to time) in respect of the Company to which you have adhered to by way   of a deed of adherence.
    
	
 
    	
 
    	
 
    
	
15
    	
Method   of Exercise
    	
This Option shall be   exercisable by delivery to the Company of a written notice of intent (Notice) to exercise this Option stating the number of   Shares being exercised and payment by direct payment (Payment)   or cheque of the aggregate exercise price for the purchased Shares.
    
	
 
    	
 
    	
 
    
	
16
    	
Time   and Place of Exercise
    	
The purchase and issue   of Shares under this Option shall occur at the registered office of the   Company simultaneously with the delivery of the Notice and receipt of the   Payment.
    
	
 
    	
 
    	
 
    
	
17
    	
Governing   Law
    	
This Option shall be   governed by the laws of the State of Victoria, Australia.
    
	
 
    	
 
    	
 
    
	
18
    	
Tax   Designation of Option (US Residents only)
    	
This Option is not   intended to be an Incentive Stock Option as defined by Section 422 of the   Code and hence is a non-statutory stock   option. The Shares subject to this Option shall be treated as   subject to a non-statutory stock option, in   accordance with the Code and the regulations promulgated pursuant thereto.
    
	
 
    	
 
    	
 
    
	
19
    	
Accredited   Investor (US residents only)
    	
You acknowledge and   agree that you are an accredited investor as defined in Rule 501 (a) of   Regulation D promulgated under the Securities Act of 1933, as amended.
    


 

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20
    	
California   Corporate Securities Law (US Residents only)
    	
The sale of the   securities which are the subject of this agreement has not been qualified   with the Commissioner of Corporations of the State of California and the issuance   of the securities or the payment or receipt of any part of the consideration   therefore prior to the qualification is unlawful, unless the sale of   securities is exempt from qualification by section 25100, 25102 or 25105 of   the California Corporations Code. The rights of all parties to this agreement   are expressly conditioned upon the qualification being obtained, unless the   sale is so exempt.
    


 

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