EXHIBIT 10.1


January 15, 2021


Josh Silverman

[Delivered electronically]


Dear Josh,


Etsy, Inc. (“Etsy”)
is pleased to confirm your continuing full-time employment on the terms described in this amended and restated offer letter (the
“Offer Letter”). This Offer Letter is contingent on formal approval by Etsy’s Board of Directors (the
“Board”) or Compensation Committee.


Your employment commenced on or about
May 3, 2017 (the “Start Date”), and the terms of your employment have been either amended or reaffirmed as of
the date of this Offer Letter. Your title will continue to be President and Chief Executive Officer. You will continue to report
to the Board, working from our Brooklyn office, or virtually to the extent consistent with Etsy’s work-at-home policies.
As long as you are employed as President and Chief Executive Officer, Etsy will continue to nominate you for election to the Board.
Upon the termination of your employment for any reason, unless otherwise requested by the Board, you will be deemed to have resigned
from the Board (and all other positions held at Etsy and its affiliates) voluntarily, without any further required action by you,
as of the end of your employment and you, at the Board’s request, will execute any documents necessary to reflect your resignation.


If you ever wish to change your work
location, you will need prior written approval from the Board.


Compensation


Base Salary. Your current salary
is $600,000 per year, subject to annual review and adjustment as determined by the Compensation Committee in its sole discretion.
In addition, you are eligible for the great benefits that Etsy provides to regular, full-time employees. To the extent the terms
of this Offer Letter conflict with any of Etsy’s standardized plans referenced herein, the terms of this Offer Letter control.


Annual Incentive Awards (Cash).
You are and will continue to be eligible to participate in the Management Cash Incentive Plan, with an annual target of 100% of
your base salary earned during the performance period, which currently follows a calendar year (Jan 1 to Dec 31) cycle. Your bonus
award will be determined based upon company financial performance and your individual performance. Your participation is subject
to the terms and conditions of the Management Cash Incentive Plan and the applicable participation notice. Awards (if any) are
paid in the calendar year following the performance year, generally within two and a half months after the end of the performance
year.


Long-Term Incentive Awards (Equity).


Retention Award. Etsy will propose
that you receive, subject to approval by the Board or the Compensation Committee, a one-time retention equity award grant pursuant
to the Etsy, Inc. 2015 Equity Incentive Plan (as amended and restated from time to time, the “Equity Plan”),
in




    	 	 	 



     


    

 


the form of performance-based vesting restricted stock units
(“PSUs”), having a target grant date value of $25,000,000 (the “Retention Award”). It is
anticipated that the Retention Award will be granted on or around March 15, 2021 (the “Retention Award Grant Date”),
and at such time the target number of PSUs subject to the Retention Award will be determined. For purposes of clarity, the target
number of PSUs subject to such Retention Award will equal $25,000,000 divided by the average closing price of Etsy’s common
stock on Nasdaq (rounded to the nearest hundredth) on the 30 trading days immediately preceding and including the Retention Award
Grant Date. The number of PSUs that may be earned will range from 0% to 200% of the target number of PSUs subject to the Retention
Award, subject to your continued service through the Performance Period (as defined below). For purposes of clarity, if (i) maximum
performance is achieved on each performance metric, 200% of the target number of PSUs subject to the Retention Award will be earned,
(ii) target performance is achieved on each performance metric, 100% of the target number of PSUs subject to the Retention Award
will be earned, (iii) threshold performance is achieved on each performance metric, 50% of the target number of PSUs subject to
the Retention Award will be earned and (iv) performance is less than threshold level on each performance metric, then 0% of the
target number of PSUs subject to the Retention Award will be earned. Vesting of any earned PSUs will be based on your continued
service through the applicable vesting dates as described below.


Retention Award Vesting.


General Vesting. Vesting will
be based on your continued service and achievement of certain performance goals relating to the following four equally-weighted
performance metrics: (i) gross merchandise sales, (ii) revenue, (iii) adjusted EBITDA margin (the PSUs subject to performance metrics
(i), (ii) and (iii), the “Financial PSUs”) and (iv) relative total shareholder return based on the NASDAQ Composite
Index (the “Relative TSR PSUs”), in each case, over a three-year performance period, which will begin on January
1, 2021 and end on December 31, 2023 (the “Performance Period”). Upon completion of the Performance Period,
the number of PSUs earned will be determined in good faith by Etsy’s Compensation Committee. Any such earned PSUs will generally
vest and settle in shares of Etsy’s common stock as to 50% of the earned PSUs on April 1, 2024 and April 1, 2025, respectively,
and except as otherwise provided herein, subject to your continued employment with Etsy from the Retention Award Grant Date through
the applicable vesting date.


Vesting upon Termination.
If your employment with Etsy is terminated for any reason, other than in connection with a Change in Control (as defined in Etsy’s
Executive Severance Plan, hereinafter, the “Severance Plan”) or for a Qualifying Termination (as defined in
the Severance Plan), you will forfeit all unearned and unvested PSUs. If you experience a Qualifying Termination from January 1,
2021 to December 31, 2021 (“Year 1 of the Performance Period”), then (i) the Financial PSUs will be deemed to be earned
at target performance level and (ii) the Relative TSR PSUs will be deemed to be earned at the greater of (x) target performance
level or (y) actual performance level based on a truncated performance period that will end on the date of such Qualifying Termination.
If you experience a Qualifying Termination after January 1, 2022 but before the end of the Performance Period (“Years 2 and
3 of the Performance Period”), then the Financial PSUs will be deemed to be earned at the greater of (x) target performance
level or (y) actual performance based on a trailing twelve month period that will end on the date of the Qualifying Termination
(using linear interpolation for purposes of




    	 	2	 



     


    

 


determining the achievement of the applicable performance
goals) and the Relative TSR PSUs will be deemed to be earned at the greater of (x) target performance level or (y) actual performance
level based on a truncated performance period that will end on the date of such Qualifying Termination. You will vest, as of the
date of such Qualifying Termination, in a prorated portion of such PSUs based on the number of days that you were employed between
the Retention Award Grant Date and the date of such Qualifying Termination; provided that the Board and/or the Compensation
Committee will at all times retain discretion in good faith to reduce the number of PSUs that would otherwise be earned and eligible
to vest as of the date of such Qualifying Termination (but in no event will the application of such negative discretion in Years
2 and 3 of the Performance Period result in the number of PSUs that would otherwise be earned be less than actual performance).
If you experience a Qualifying Termination after the end of the Performance Period, but before the PSUs have vested and settled
in shares of Etsy’s common stock (i.e. April 1, 2025), then all earned but unvested PSUs shall fully vest as of the date
of such Qualifying Termination.


Change in Control Treatment.
If a Change in Control occurs prior to December 31, 2023, the Performance Period will end as of the date of such Change in Control
and (i) any unearned Financial PSUs will be deemed to be earned at (A) target performance level if the Change in Control occurs
in Year 1 of the Performance Period and (B) the greater of (x) target performance level or (y) actual performance based on a trailing
twelve month period that will end on the date of the closing date of such Change in Control (using linear interpolation for purposes
of determining the achievement of the applicable performance goals) if the Change in Control occurs in Years 2 and 3 of the Performance
Period, and such earned Financial PSUs will continue to vest in accordance with the original service vesting schedule through April
1, 2025 and (ii) any unearned Relative TSR PSUs will be deemed earned at the greater of (x) target performance level or (y) actual
performance level based on a truncated performance period that will end on the closing date of such Change in Control and will
use the Change in Control price per share of Etsy common stock, and such earned Relative TSR PSUs will continue to vest in accordance
with the original service vesting schedule through April 1, 2025. As noted below, in the event you experience a Qualifying CIC
Termination (as defined in the Severance Plan), your earned Financial PSUs (as determined above) and your earned Relative TSR PSUs
(as determined above) will fully vest.


Annual Equity Awards. Commencing
in 2021, Etsy will recommend that you receive an annual equity award pursuant to the Equity Plan (or a successor thereto), subject
to approval by Etsy’s Board and/or its Compensation Committee; provided, that the terms of such annual equity grant,
including the grant date value and the form of the award, is subject to market compensation data for Chief Executive Officers in
Etsy’s peer group and any such future equity awards will be made at the discretion of Etsy’s Board of Directors and/or
its Compensation Committee.


For 2021, your annual equity grant will
have a grant date fair value of $9,000,000, of which sixty percent (60%) will be in the form of restricted stock units (“RSUs”)
and forty percent (40%) will be in the form of nonqualified stock options to purchase shares of Etsy’s common stock (“Stock
Options”). It is expected that your 2021 annual equity award will be granted on or around March 15, 2021, and at such
time the number of shares of Etsy’s common stock subject to your RSU and Stock Option awards (and the applicable exercise
price) will be




    	 	3	 



     


    

 


determined. Your Stock Options will have an exercise price
per share equal to the fair market value of Etsy’s common stock on the grant date.


Annual Award Vesting.


General Vesting. Your 2021 RSUs
and Stock Options will be subject to service-based vesting conditions only and will vest over a period of four (4) years from the
grant date. Each award will vest as to twelve and one half percent (12.5%) of the shares subject to the award on October 1, 2021
(the “Initial Vesting Date”) and twelve and one half percent (12.5%) of the shares subject to the award will
vest on each six month anniversary of the Initial Vesting Date (assuming your continuous employment through each applicable vesting
date) through April 1, 2025.


Vesting upon Termination. If your
employment with Etsy is terminated for any reason other than for a Qualifying Termination or for a Qualifying CIC Termination,
you will forfeit all unvested RSUs and Stock Options. If such termination of employment is a Qualifying Termination, then you will
be entitled to one year of additional vesting service credit with respect to the shares underlying your unvested RSUs and Stock
Options.


Vesting Upon a Qualifying CIC Termination.
Notwithstanding the foregoing, your outstanding equity awards (including the Retention Award and your 2021 annual equity award)
will vest upon a Qualifying CIC Termination in accordance with the terms and conditions of Severance Plan and your Participation
Notice (as defined in the Severance Plan). For the avoidance of doubt, a Qualifying CIC Termination is a Qualifying Termination
that occurs in the three-month period before, or the twelve-month period following, a Change in Control.


For the avoidance of doubt, your equity
awards will be subject to the terms and conditions of the Equity Plan, or a successor equity plan, and your award agreements.


Legal Fee Reimbursement. Etsy
will also reimburse up to $10,000 in legal fees that you incur in connection with this Offer Letter.


Severance Benefits


You will continue to participate in the
Severance Plan (subject to the changes noted below), which provides, subject to the terms and conditions of the plan document,
upon a (i) Qualifying CIC Termination, eighteen (18) months of base-salary continuation, up to eighteen (18) months of company-paid
COBRA coverage, your outstanding equity awards willfully vest, and, if such termination occurs after the third month of the fiscal
year, a prorated target bonus for the year of termination and (ii) Qualifying Termination, twelve (12) months of base-salary continuation,
up to twelve (12) months of company-paid COBRA coverage and, if such termination occurs after the third month of the fiscal year,
a prorated target bonus for the year of termination.


For purposes of your participation in
the Severance Plan and regarding acceleration upon a termination for a reason other than for Cause provided for any equity referenced
in this Agreement (including PSUs and options) , the definition of Cause is amended such that, in the case of clauses (ii), (iii)
and (vi), Etsy will give you notice of the circumstances constituting




    	 	4	 



     


    

 


Cause and you shall have the opportunity to cure such circumstances
(if curable) within ten (10) business days following your receipt of that notice. In addition, for purposes of your participation
in the Severance Plan, Etsy agrees that the hiring of an Executive Chairman would be a material breach of a material agreement
between you and Etsy pursuant to clause (ii)(d) of the definition of Qualifying Termination.


Further, outside of the context of a
Change in Control:


		·	If your employment is terminated in a Qualifying Termination, your then-outstanding (i) PSU awards
will vest in accordance with the section of this Offer Letter entitled “Retention Award Vesting; Vesting Upon Termination”
and (ii) RSU and Stock Option awards, will vest in accordance with the section of this Offer Letter entitled “Annual Award
Vesting; Vesting Upon Termination”; and



		·	If your employment terminates other than for Cause (as defined in the Severance Plan), your then-outstanding
vested Stock Options will remain exercisable until the earlier of six (6) months after your last day of employment or ten (10)
years after the Stock Options were granted.



Upon the termination of your employment
for any reason, unless otherwise requested by the Board, you will be deemed to have resigned from the Board (and all other positions
held at Etsy and its affiliates) voluntarily, without any further required action by you, and you agree to execute any documents
necessary to reflect such resignation.


Confidentiality


This offer is contingent on your continued
compliance with the attached Confidentiality and Prior Inventions Agreement, dated May 2, 2017 (the “CPIA”),
pursuant to which, among other things, you have agreed that during your employment with Etsy (and otherwise as described in your
CPIA), you will not engage in any other employment, consulting, or business activity that would create a conflict with your position
with Etsy.


Miscellaneous


During your employment, you will not,
without the prior written consent of the Board, accept other employment or perform other services for compensation or that interfere
with your employment or performance as President and Chief Executive Officer. A list of your current outside board and advisory
responsibilities are attached as Exhibit A.


This Offer Letter (including the attached
CPIA) is the entire agreement between you and Etsy. Any discussions you may have had previously with Etsy are superseded by the
terms of this Offer Letter and the CPIA. The terms of this offer may only be changed by a written agreement signed by you and the
Chairman of the Board.


Although we have hired you for the position
listed above, your job duties, title, compensation, and benefits may change in the future. You understand that you are an at-will
employee of Etsy with the right to terminate your employment at any time and for any reason, and that Etsy will have a similar
right. You also agree to comply with Etsy’s workplace policies, which have been made available to you and may change from
time to time.




    	 	5	 



     


    

 


We hope and expect that continuing to
work at Etsy will continue to be beneficial and rewarding for both you and us, but we do have to let you know that this Offer Letter
and the resolution of any disputes relating to this Offer Letter or your employment with Etsy will be governed by the laws of New
York State (excluding laws relating to conflicts or choice of law). Also, because Etsy is based in Brooklyn, you and Etsy agree
to submit to the personal jurisdiction of a state court located in Kings County, New York or the United States District Court for
the Eastern District of New York located in Brooklyn to resolve any dispute or claim between you and Etsy or any of its directors,
officers, managers, or employees.




    	 	6	 



     


    

We look forward to your continued service as our President
and CEO.


Very truly yours,


 


	

	/s/
Fred Wilson
	Fred Wilson
	Chair of the Board 


 


I have read and accepted this employment offer


	Name:	Josh Silverman
	Signature: 	/s/ Josh Silverman
	Date: 	1/16/2021
	Email: 	XXXXX


 


 


 




    	 	7	 



     


    

Exhibit A


Outside Activities


For Profit Boards:


		·	Shake Shack (SHAK) 



 


Not for Profit Boards:


		·	ScriptEd.org



		·	ClubbedThumb



		·	Stanford Business School



 


Advisory Roles:


		·	HomeTeamCare



		·	Clinc



		·	FON



 


 


 








    	 	8	 



     


    

Exhibit B


CONFIDENTIALITY AND PRIOR INVENTIONS
AGREEMENT


This Confidentiality and Prior Inventions Agreement (or the
“Agreement,” for short) is an important part of the employment offer that Etsy, Inc. has made to you. Please read it
carefully and sign at the bottom if you understand and agree to all of its terms. If you sign this Agreement, it will take effect
on May 2, 20. If you have any questions about this Agreement, please speak with your contact on the Etsy Recruiting team before
signing below.


In return for offering you the position described in your
offer letter and for providing you with access to new and additional training and Confidential Information belonging to Etsy (and
described below), Etsy needs you to make certain commitments. These commitments relate to:


		·	your ability to work for Etsy and perform your job duties without violating any commitments you
may have agreed to in the past or that you are otherwise subject to,



		·	Etsy’s ownership of any ideas you come up with or technologies you develop while working
for Etsy,



		·	the need to keep confidential and protect certain information about Etsy and its members and
employees both while working for Etsy and after you leave the company, and



		·	your willingness not to compete with Etsy or take certain actions that could hurt Etsy’s
legitimate interests while you are working for Etsy and for a short period of time afterward.





 


Each of these commitments is described in more detail below
in Section 1 of this Agreement. Section 1 also contains information about your employment status with Etsy, which will be as an
at-will employee.


In Section 2, you will find information on the rights you
and Etsy have under this Agreement and how you and Etsy can enforce those rights. Section 2 also contains important information
about how disputes relating to your employment will be resolved.


Section 1 - Your Commitments to Etsy


There are no conflicts that would prevent you from
working for Etsy or performing your job. As much as we want you to join our company, we need you to confirm that the
terms of your employment with your current employer (and any former employers) do not restrict your ability to work for Etsy. By
signing this Agreement, you agree that you have not entered into an agreement (and will not in the future) that is in conflict
with this Agreement or the terms of your employment with Etsy. You also agree that you have shared with Etsy a copy of any agreement
(such as a non-compete or non-solicitation agreement) that could impact your ability to work for Etsy.


Example: You currently work for
eBay and signed an offer letter or employment agreement that says you will not work for another online marketplace for one year
after you leave eBay. You have a conflict that could prevent you from 




    	 	9	 



     


    

 


working for Etsy and must share that document with
Etsy before you sign this Agreement.


You will not use any property or confidential information
of a current or former employer without their permission. We want to respect the rights of your current and former employers,
and quite frankly, we don’t want them claiming any rights to the work you do here at Etsy. By signing this Agreement, you
agree that you will not bring to Etsy, and will not use or disclose at Etsy, the confidential information of any current or former
employer or any other party, unless you have their written permission to do so (and our Legal team would like to see that written
permission, thank you). You also agree that you will not use at Etsy any documents or other property (including documents or property
that you created yourself) from your current or former employer without the employer’s written permission.


Example: You have confidential agreements or
customer lists from your previous job that you think might be helpful in the work you will do for Etsy. You cannot use those materials
while working for Etsy or share those materials with Etsy employees without getting written permission from your previous employer.


Etsy will own anything you create while working for
Etsy that relates to the work you do for Etsy. While working for Etsy, you will hopefully develop or contribute to one
or more products, services, or programs. In this Agreement, we refer to all ideas, products, services, processes, and designs you
develop or contribute to while working for Etsy and that relate to Etsy’s business as “Covered Inventions.” In
addition to your salary and benefits, Etsy will also provide you with the resources, materials, and support you need to do your
job, including the development of Covered Inventions. In return, you agree that Etsy will own all rights in all Covered Inventions
(including all patents, copyrights and other intellectual property rights), whether or not the work is performed in Etsy’s
offices, uses Etsy resources, or takes place during business hours.


By signing this Agreement, you are assigning to Etsy all
of your rights in the U.S. and internationally in all Covered Inventions and all intellectual property rights related to those
Covered Inventions. Any copyrights in the Covered Inventions, including in any computer programs, programming documentation, and
other works of authorship, are “works made for hire” for purposes of Etsy’s rights under copyright laws. By signing
this Agreement, you are also assigning to Etsy any rights you currently have or may acquire at any time in the future in any Covered
Inventions. Lastly, you agree to disclose all Covered Inventions to Etsy and to waive any claims you have or may have in the future
for infringement of any Covered Inventions.


Example: As a software developer for Etsy,
you write a piece of code that is included in a new Etsy product. Etsy will own all rights in the code you wrote and in any products
or services that rely on that code.


Etsy has no interest in owning things you created or developed
in the past, but Etsy needs a license from you if you incorporate that prior work into the work you do at Etsy. If you previously
created something that relates to Etsy’s business, and you do not want that creation to be considered a Covered Invention
for purposes of this Agreement, please list it in Appendix A. We refer to any items listed in Appendix A as “Prior Inventions.”
We will follow an internal review process to be sure that we understand and agree about what you are claiming as a Prior




    	 	10	 



     


    

 


Invention. While Etsy does not claim to own your Prior Inventions,
you agree that if you incorporate Prior Inventions into the work you do for Etsy, Etsy will have the right to use those Prior Inventions
to operate its business. Here is the legalese version of the previous sentence: If any of the work you do for Etsy incorporates
or uses a Prior Invention, you give Etsy a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right
and license to incorporate or use such Prior Invention and any related intellectual property rights.


Example: You are a graphic designer and want
to retain ownership of some designs you did in the past. You list those designs in Appendix A and retain ownership of those designs,
which are considered Prior Inventions. Later on, you incorporate one of the designs into a design you create for Etsy’s website.
Etsy then has a license to use your original design, because the original design is now part of the website design that you created
for, and that is owned by, Etsy.


Etsy permits its employees to perform outside work
and to take on side projects if certain conditions are met. We recognize that you may want to take on some outside work
or side projects while working for Etsy. We have an approval process for activities like those; you will receive more information
about the process after your start date. Etsy will not have or claim rights in anything you develop or create through an authorized
side project as long as (a) the work is done entirely on your own time and will not interfere with your ability to perform the
work you do for Etsy, (b) you did not incorporate any Etsy materials or resources, and (c) the development or creation does not
relate to an Etsy product or service or Etsy intellectual property.


Example: If you are part of the Etsy PR team
and want to do some work as a freelance calligrapher in your spare time, that would likely be an approved side project.


Example: If you are a software developer for
Etsy and you want to serve on the board of advisors for a new gaming startup that doesn’t conflict with your work at Etsy,
that would likely be approved outside work.


You will keep confidential any Confidential Information
you receive or learn about while working for Etsy. In order to perform your job at Etsy, you may create or be given
access to Confidential Information about Etsy, or about its employees, contractors, customers, suppliers, and other parties. When
we refer to “Confidential Information” in this Agreement, we mean information and physical materials not generally
known or available outside of Etsy. Confidential Information could be technical data, product ideas, product roadmaps, business
deals that we haven’t announced to the public, software code and designs, personal information about other Etsy employees,
or lists of suppliers. Confidential Information includes both information and materials that belong or relate to Etsy, as well
as information and materials that a third party has disclosed to Etsy on a confidential basis.


By signing this Agreement, you agree that you will hold Confidential
Information in strict confidence and that you will not use or disclose any Confidential Information, except as required to do your
job. The restriction on your use or disclosure of Confidential Information will




    	 	11	 



     


    

 


continue if you leave Etsy and will remain in effect until
the Confidential Information becomes publicly available through no fault of your own.


Example: While working for Etsy, you have access
to a supplier’s pricing lists. The price lists are considered Confidential Information and you are required to maintain the
confidentiality of the pricing information both while working for Etsy and after your employment ends.


If your employment with Etsy ends, you agree to return to
Etsy all copies of any materials you have that contain Confidential Information. You may keep your compensation records and a copy
of this Agreement.


You will maintain the privacy of Etsy members and employees.
As part of your work for Etsy, you may have access to private information about Etsy members and employees. Both groups place a
high value on their privacy and it is critical that you treat private member and employee information with the highest degree of
care. By signing this Agreement, you agree that you will only access and use Etsy member and employee information when it is necessary
to do your job. You also agree that you will not share Etsy member and employee personal information outside of Etsy, or even with
other Etsy employees, without proper authorization and even then only when required as part of your job. If you are ever in doubt
about whether member or employee information may be shared within or outside of Etsy, you should ask the Etsy Legal team.


Please
note that when we refer to a Competing Business in the next three paragraphs, we mean (a) any of the following companies, and any
of their subsidiaries or parent companies that operate an online marketplace: Amazon, eBay, and Alibaba; (b) any business that
develops or operates an online marketplace selling the types of products sold on Etsy.com or
its related websites (for example, crafts, art, handmade goods, vintage goods, or craft supplies), and (c) any business that develops
or operates a platform or tools for building or operating e-commerce websites. For purposes of illustration only, examples of category
(b) include Craftsy and Michaels.com; and examples of category (c) include Shopify and WordPress.


You will not compete against Etsy
while you are employed by Etsy. It probably goes without saying, but Etsy is hiring you to help build its business and
not to compete with it. Competition could take several different forms, including starting or working for a Competing Business,
doing consulting work for another company that conflicts with your work for Etsy, or diverting business opportunities from Etsy.
By signing this Agreement, you agree that while working for Etsy you will not start, invest in, or do work for a Competing Business,
or divert business opportunities with vendors, suppliers, or other business partners that otherwise might have been available to
Etsy.


Example: It is not okay to (a) consult
for the marketplace startup your friend founded, or (b) try to convince an Etsy partner to end its relationship with Etsy.


Example: It is okay to buy paper towels
from Amazon or sneakers from eBay.


You will not compete against Etsy
for a short period after your employment with Etsy ends. While working for Etsy you may be given access to plans, processes,
contacts,




    	 	12	 



     


    

 


customers, or other information that could put Etsy at an
unfair competitive disadvantage if they were shared with or used for the benefit of a Competing Business. To protect Etsy’s
legitimate interests, we require that you agree to certain limits on actions that would be competitive with Etsy for a short period
after your employment with Etsy ends. By signing this Agreement, you agree that for six months after your employment with Etsy
ends for any reason, you will not, without Etsy’s written permission, start, invest in, or do work for a Competing Business
in a capacity that is similar in form or function to that which you performed in the last year of your employment with Etsy, and
that you will not divert business opportunities that otherwise might have been available to Etsy.


Example: It is not okay to leave Etsy
and immediately take a similar position with Amazon Handmade.


Example: It is okay to leave Etsy to
launch a laundry delivery startup or to join a company like Google or Facebook.


You will not poach or solicit Etsy
employees, members, or business partners while you are employed by Etsy or for a short period of time after your employment with
Etsy ends. In addition to working for a Competing Business or diverting business opportunities from Etsy, you could also
unfairly compete against Etsy by poaching or soliciting Etsy employees, members, vendors, suppliers, or other business partners.
By signing this Agreement, you agree that both during your employment with Etsy and for one year after your employment with Etsy
ends for any reason, you will not directly or indirectly cause anyone to leave their position with Etsy, or solicit any Etsy members,
vendors, suppliers, or other business partners with whom you worked or acquired Confidential Information from in the last two years
of your employment with Etsy.


Example: It is not okay to (a) persuade
an Etsy seller to close her shop and instead sell on a competing platform that you own stock in, or (b) convince an Etsy developer
to leave Etsy to work for your sister’s startup.


Example: It is okay to encourage a colleague
to leave Etsy to follow her dream of running her Etsy Shop full-time.


You will be an at-will employee of Etsy. You
will be an at-will employee of Etsy, which means that you are free to resign at any time and that Etsy may terminate your employment
at any time and for any or no reason. By signing this Agreement, you acknowledge that you will be an at-will employee of Etsy and
that you are not entering into an employment contract with Etsy for a set period of time.


Section 2 - Enforcement of Rights and Other Legal Information


New York law
will be used to resolve disputes. If there is a dispute concerning this Agreement or your employment with Etsy, the dispute
will be resolved using the laws of New York State (excluding laws relating to conflicts or choice of law). Also, because Etsy is
based in Brooklyn, you and Etsy agree to submit to the personal jurisdiction of a state court located in Kings




    	 	13	 



     


    

 


County, New York or the United States
District Court for the Eastern District of New York located in Brooklyn.


Nothing in this Agreement prohibits
you from reporting violations of the law or Etsy’s policies, and no retaliatory action will be taken against you for doing
so. Nothing in this Agreement, including the section on Confidential Information, prohibits you from reporting possible
violations of the law. This includes making reports to a governmental agency, such as the Department of Justice or the Securities
and Exchange Commission. Similarly, nothing in this Agreement prohibits you from reporting possible violations of the law or Etsy’s
Code of Conduct or other policies to your manager, Etsy’s General Counsel, or Etsy’s SVP of Human Resources, or through
Etsy’s whistleblower hotline. You do not need authorization from Etsy to report violations of the law or Etsy’s policies
and you do not have to notify Etsy that you have done so. Etsy takes its non-retaliatory culture very seriously and will not allow
anyone to take adverse action, threaten, intimidate, or retaliate against you if you report a violation or a suspected violation
in good faith, or cooperate with an investigation.


You may have additional rights not
described in this Agreement. You may have additional rights that are not described in this Agreement. If you have any questions
about your rights under this Agreement or otherwise, you should speak with a lawyer before signing this Agreement.


What you and Etsy must do to waive
rights created by this Agreement. For you or Etsy to waive a right granted by this Agreement, you and an authorized representative
of Etsy must explicitly agree to waive that right in writing. If either you or Etsy do not enforce a right granted by this Agreement
for some period of time, that right will not be considered to have been waived. Similarly, if you or Etsy exercise one right granted
by this Agreement, that will not be considered a waiver of any other right you or Etsy may have under this Agreement.


Example: You develop a piece of code for Etsy
and then use that code in a website you develop for a friend. You tell your manager what you are doing and she tells you verbally
that it’s okay. Six months later, your VP finds out that you’re using Etsy code for a non-Etsy project and asks you
to stop. Neither your conversation with your manager nor the fact that six months elapsed before Etsy asked you to stop would be
considered a waiver of Etsy’s rights under this Agreement to control the use of the code you developed.


Etsy may assign this Agreement to
certain third parties. Etsy may assign this Agreement to an affiliate, or to a third party in the case of a merger or acquisition.
In the case of a merger or acquisition, as an at-will employee, you would still be free to resign at any time.


Etsy will be entitled to an injunction
if you violate or threaten to violate this Agreement. Etsy could suffer serious harm if you violate this Agreement. By
signing this Agreement, you agree that Etsy will be entitled to an injunction (and will not be required to post a bond) to protect
itself if you breach or threaten to breach this Agreement. Note that a court has the discretion to strike or modify any part of
this Agreement that it determines is too broad or unenforceable under the specific circumstances related to your departure.




    	 	14	 



     


    

Section 1 of this Agreement will
remain in effect after you stop working for Etsy. Whether you resign from Etsy or Etsy terminates your employment, the
obligations you agreed to in Section 1 of this Agreement, including those concerning Confidential Information, ownership of your
work, and non-competition, will remain in effect indefinitely.


 


	ETSY, INC.	EMPLOYEE
	By: /s/ Fred Wilson	Name: Josh Silverman
	Name: Fred Wilson	Signature: /s/ Josh Silverman
	Title: Lead Independent Director	Date: May 2, 2017 

Email: XXXXXX


 

 

 



    	 	15	 



     


    

Appendix A


 


PRIOR INVENTIONS


 


 


 






    	 	16