amendedespp2021smar






  SMARTSHEET INC.  2018 EMPLOYEE STOCK PURCHASE PLAN   EFFECTIVE ON April 26, 2018, AS AMENDED ON August 31, 2021         1. Establishment of Plan.  Smartsheet Inc., a Washington corporation (the  “Company”) proposes to grant options to purchase shares of Common Stock to eligible employees  of the Company and its Participating Corporations pursuant to this Plan.  The Company intends  this Plan to qualify as an “employee stock purchase plan” under Code Section 423 (including any  amendments to or replacements of such Section), and this Plan will be so construed.  Any term not  expressly defined in this Plan but defined for purposes of Code Section 423 will have the same  definition herein.  However, with regard to offers of options for purchase of the Common Stock  under the Plan to employees outside the United States working for a Subsidiary or an Affiliate, the  Board may offer a subplan or an option that is not intended to meet the Code Section 423  requirements, provided, if necessary under Code Section 423, that the other terms and conditions  of the Plan are met.  Subject to Section 14, a total of Two Million Forty Thousand (2,040,000)  shares of Common Stock is reserved for issuance under this Plan.  In addition, on each February 1  for the first ten (10) calendar years after the first Offering Date, the aggregate number of shares of  Common Stock reserved for issuance under the Plan will be increased automatically by the number  of shares equal to one percent (1%) of the total number of outstanding shares of the Class A  common stock and Class B common stock on the immediately preceding January 31 (rounded  down to the nearest whole share); provided, that the Board or the Committee may in its sole  discretion reduce the amount of the increase in any particular year; and, provided further, that the  aggregate number of shares issued over the term of this Plan will not exceed Twenty Million Four  Hundred Thousand (20,400,000) shares of Common Stock.  The number of shares reserved for  issuance under this Plan and the maximum number of shares that may be issued under this Plan  will be subject to adjustments effected in accordance with Section 14 of this Plan. Capitalized  terms not defined elsewhere in the text are defined in Section 27.  2. Purpose.  The purpose of this Plan is to provide eligible employees of the Company  and Participating Corporations with a means of acquiring an equity interest in the Company  through payroll deductions, to enhance such employees’ sense of participation in the affairs of the  Company and Participating Corporations, and to provide an incentive for continued employment.  3. Administration.  (a) The Plan will be administered by the Compensation Committee of the  Board or by the Board (either referred to herein as the “Committee”).  Subject to the provisions of  this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all  questions of interpretation or application of this Plan will be determined by the Committee and its  decisions will be final and binding upon all Participants.  The Committee will have full and  exclusive discretionary authority to construe, interpret, and apply the terms of the Plan, to  determine eligibility and determine which entities shall be Participating Corporations, and to  decide upon any and all claims filed under the Plan.  Every finding, decision, and determination  made by the Committee will, to the full extent permitted by law, be final and binding upon all  





 






  2    parties.  The Committee will have the authority to determine the Fair Market Value of the Common  Stock (which determination will be final, binding, and conclusive for all purposes) in accordance  with the definition of Fair Market Value set forth herein, and to interpret Section 8 of the Plan in  connection with circumstances that impact the Purchase Price or Fair Market Value.  Members of  the Committee will receive no compensation for their services in connection with the  administration of this Plan, other than standard fees as established from time to time by the Board  for services rendered by Board members serving on the Board or its committees.  All expenses  incurred in connection with the administration of this Plan will be paid by the Company.  For  purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms  of which need not be identical) in which eligible employees of one or more Participating  Corporations will participate, even if the dates of the applicable Offering Periods of each such  offering are identical.  The Committee may also establish rules to govern transfers of employment  among the Company and any Participating Corporation, consistent with the applicable  requirements of Code Section 423 and the terms of the Plan.  (b) The Committee may adopt such rules, procedures, and sub-plans as are  necessary or appropriate to permit the participation in the Plan by eligible employees who are  citizens or residents of a jurisdiction and/or employed outside the United States, the terms of which  sub-plans may take precedence over other provisions of this Plan, with the exception of the  provisions in Section 1 above setting forth the number of shares of Common Stock reserved for  issuance under the Plan; provided, that unless otherwise superseded by the terms of such sub-plan,  the provisions of this Plan shall govern the operation of such sub-plan. Further, the Committee is  specifically authorized to adopt rules and procedures regarding the application of the definition of  Compensation (as defined in Section 9(a) below) to participants on payrolls outside of the United  States, handling of payroll deductions and other contributions, taking of payroll deductions and  making of other contributions to the Plan, establishment of bank or trust accounts to hold  contributions, payment of interest, establishment of the exchange rate applicable to payroll  deductions taken and other contributions made in a currency other than U.S. dollars, obligations  to pay payroll tax, determination of beneficiary designation requirements, tax withholding  procedures, and handling of stock certificates that vary with applicable local requirements.  4. Eligibility.    (a) Any employee of the Company or the Participating Corporations is eligible  to participate in an Offering Period under this Plan, except the following may be excluded from  coverage under the Plan by the Committee (other than where prohibited by applicable law):  (i) employees who are not employed by the Company or a Participating  Corporation prior to the beginning of such Offering Period or prior to such other time period as  specified by the Committee;  (ii) employees who are customarily employed for twenty (20) or less  hours per week;  (iii) employees who are customarily employed for five (5) months or less  in a calendar year;      





 






  3    (iv) employees who do not meet any other eligibility requirements that  the Committee may choose to impose (within the limits permitted by the Code and other applicable  laws); and  (v) individuals who provide services to the Company or any of its  Participating Corporations as independent contractors who are reclassified as common law  employees for any reason except for federal income and employment tax purposes.  The foregoing notwithstanding, an individual will not be eligible if his or her participation in the  Plan is prohibited by the law of any country that has jurisdiction over him or her, if complying  with the laws of the applicable country would cause the Plan to violate Section 423 of the Code,  or if he or she is subject to a collective bargaining agreement that does not provide for participation  in the Plan.  (b) No employee who, together with any other person whose stock would be  attributed to such employee pursuant to Section 424(d) of the Code, owns stock or holds options  to purchase stock possessing five percent (5%) or more of the total combined voting power or  value of all classes of stock of the Company or any of its Participating Corporations or who, as a  result of being granted an option under this Plan with respect to such Offering Period, would own  stock or hold options to purchase stock possessing five percent (5%) or more of the total combined  voting power or value of all classes of stock of the Company or any of its Participating  Corporations will not be granted an option to purchase Common Stock under the Plan.  5. Offering Dates.  (a) While the Plan is in effect, the Committee will determine the duration and  commencement date of each Offering Period, provided that an Offering Period will in no event be  longer than twenty-seven (27) months, except as otherwise provided by an applicable subplan.  Offering Periods may be consecutive or overlapping.  Each Offering Period may consist of one or  more Purchase Periods during which payroll deductions of Participants are accumulated under this  Plan.  While the Plan is in effect, the Committee will determine the duration and commencement  date of each Offering Period and Purchase Period, provided that a Purchase Period will in no event  end later than the close of the Offering Period in which it begins. Purchase Periods will be  consecutive.  (b) The Offering Period that commenced immediately prior to the Amendment  Date and ends on September 24, 2021,  shall continue in accordance with the terms of the Plan  prior to the Amendment Date, which provided for a new six (6) month Offering Period to  commence on each September 25th and March 25th, with each such Offering Period consisting of  a single six (6) month Purchase Period ending on or prior to March 24th or September 24th,  respectively, except as otherwise provided by the Committee.   (c) Following the Offering Period ending September 24, 2021, a transitional  Offering Period (the “Transition Offering Period”) shall commence on September 25, 2021, and  shall end with the Purchase Date that occurs on December 31, 2021 (or if such date is not a Trading  Day, then on the Trading Day occurring immediately prior).   





 






  4    (d) Following the Transition Offering Period, a new six (6) month Offering  Period shall commence on each subsequent January 1st and July 1st, with each such Offering Period  consisting of a single six (6) month Purchase Period ending on or prior to June 30th or December  31st, respectively, except as otherwise provided by the Committee.   (e) The Committee shall have the power to change these terms as provided in  Section 25 below.    6. Participation in this Plan.               (a) Enrollment in Offering Periods.  An eligible employee determined in  accordance with Section 4 may elect to become a Participant by submitting a subscription  agreement, or electronic representation thereof, to the Company, which may be completed via the  standard process of the Company and/or an authorized third party administrator (the “Third Party  Administrator”), prior to the commencement of the Offering Period to which such agreement  relates in accordance with such rules as the Committee may determine.    (b) Continued Enrollment in Offering Periods.  Once an employee becomes  a Participant in an Offering Period, then such Participant will automatically participate in each  subsequent Offering Period commencing immediately following the last day of such prior Offering  Period at the same contribution level unless the Participant: (i) withdraws or is deemed to withdraw  from this Plan, (ii) terminates further participation in the Offering Period as set forth in Section 11  below, or (iii) otherwise notifies the Company of a change in the Participant’s contribution level  by filing an additional subscription agreement or electronic representation thereof with the  Company and/or the Third Party Administrator, prior to the next Offering Period.  A Participant  that is automatically enrolled in a subsequent Offering Period pursuant to this section (1) is not  required to file any additional subscription agreement in order to continue participation in this  Plan, and (2) will be deemed to have accepted the terms and conditions of the Plan, any sub-plan,  and the subscription agreement in effect at the time each subsequent Offering Period begins,  subject to Participant’s right to withdraw from the Plan in accordance with the withdrawal  procedures in effect at the time.  7. Grant of Option on Enrollment.  Becoming a Participant with respect to an  Offering Period will constitute the grant (as of the Offering Date) by the Company to such  Participant of an option to purchase on the Purchase Date up to that number of shares of Common  Stock determined by a fraction, the numerator of which is the amount of the contribution level for  such Participant multiplied by such Participant’s Compensation (as defined in Section 9 below)  during such Purchase Period and the denominator of which is the lower of (a) eighty-five percent  (85%) of the Fair Market Value of a share of the Common Stock on the Offering Date (but in no  event less than the par value of a share of the Company’s  Common Stock), or (b) eighty-five  percent (85%) of the Fair Market Value of a share of the Common Stock on the Purchase Date  (but in no event less than the par value of a share of the Common Stock); provided, that the number  of shares of Common Stock subject to any option granted pursuant to this Plan will not exceed the  lesser of (x) the maximum number of shares set by the Committee pursuant to Section 10(b) below  with respect to the applicable Purchase Date, or (y) the maximum number of shares which may be  purchased pursuant to Section 10(a) below with respect to the applicable Purchase Date.    





 






  5    8. Purchase Price.  The Purchase Price in any Offering Period will be eighty-five  percent (85%) of the lesser of:  (a) the Fair Market Value on the Offering Date; or  (b) the Fair Market Value on the Purchase Date.  9. Payment of Purchase Price; Payroll Deduction Changes; Share Issuances.    (a) The Purchase Price of the shares is accumulated by regular payroll  deductions made during each Offering Period, unless the Committee determines that contributions  may be, or are required to be, made in another form (e.g., due to local law requirements, in another  form with respect to categories of Participants outside the United States).  The deductions are made  as a percentage of the Participant’s Compensation in one percent (1%) increments not less than  one percent (1%), nor greater than fifteen percent (15%) or such lower limit set by the Committee.   “Compensation” means base salary, sales commissions, and regular hourly wages (or in foreign  jurisdictions, equivalent cash compensation), and applicable leave pay; however, the Committee  may at any time prior to the beginning of an Offering Period determine that for that and future  Offering Periods, Compensation means base salary or regular hourly wages, bonuses, incentive  compensation, commissions, overtime, shift premiums, plus draws against commissions (or in  foreign jurisdictions, equivalent cash compensation).  For purposes of determining a Participant’s  Compensation, any election by such Participant to reduce his or her regular cash remuneration  under Sections 125 or 401(k) of the Code (or in foreign jurisdictions, equivalent salary deductions)  will be treated as if the Participant did not make such election.  Payroll deductions shall commence  on the first payday following the beginning of any Offering Period, and shall continue to the end  of the applicable Offering Period unless sooner altered or terminated as provided in this Plan.   Notwithstanding the foregoing, the terms of any subplan may permit matching shares without the  payment of any purchase price.  (b) Subject to Section 25 below and to the rules of the Committee, a Participant  may decrease the rate of payroll deductions during an Offering Period by filing with the Company  and/or the Third Party Administrator a new authorization for payroll deductions, with the new rate  to become effective as soon as reasonably practicable and continuing for the remainder of the  Offering Period unless changed as described below.  A decrease in the rate of payroll deductions  may be made once during an Offering Period or more or less frequently under rules determined by  the Committee.  An increase in the rate of payroll deductions may not be made during an Offering  Period unless otherwise determined by the Committee.  A Participant may increase or decrease the  rate of payroll deductions for any subsequent Offering Period by filing with the Company and/or  the Third Party Administrator a new authorization for payroll deductions prior to the beginning of  such Offering Period, or such other time period as may be specified by the Committee.  (c) Subject to Section 25 below and to the rules of the Committee, a Participant  may reduce his or her payroll deduction percentage to zero during an Offering Period by filing  with the Company a request for cessation of payroll deductions, and after such reduction becomes  effective no further payroll deductions will be made for the duration of the Offering Period.   Payroll deductions credited to the Participant’s account prior to the effective date of the request  will be used to purchase shares of Common Stock in accordance with Section (e) below.  A  





 






  6    reduction of the payroll deduction percentage to zero will be treated as such Participant’s  withdrawal from such Offering Period, and the Plan, effective as of the day after the next Purchase  Date following the filing date of such request with the Company.  (d) All payroll deductions made for a Participant are credited to his or her  account under this Plan and are deposited with the general funds of the Company, and the  Company will not be obligated to segregate such payroll deductions, except to the extent required  to be segregated due to local legal restrictions outside the United States.  No interest accrues on  the payroll deductions except to the extent required due to local legal requirements outside the  United States.  All payroll deductions received or held by the Company may be used by the  Company for any corporate purpose, except to the extent necessary to comply with local legal  requirements outside the United States.  (e) On each Purchase Date, so long as this Plan remains in effect and provided  that the Participant has not submitted a signed and completed withdrawal form before that date  which notifies the Company and/or the Third Party Administrator that the Participant wishes to  withdraw from that Offering Period and have all payroll deductions accumulated in the account  maintained on behalf of the Participant as of that date returned to the Participant, the Company  will apply the funds then in the Participant’s account to the purchase of whole shares of Common  Stock reserved under the option granted to such Participant with respect to the Offering Period to  the extent that such option is exercisable on the Purchase Date.  The Purchase Price will be as  specified in Section 8 of this Plan.  Any amount remaining in a Participant’s account on a Purchase  Date which is less than the amount necessary to purchase a full share of Common Stock will be  carried forward into the next Purchase Period or Offering Period, as the case may be (except to the  extent required due to local legal requirements outside the United States), or as otherwise  determined by the Committee.  In the event that this Plan has been oversubscribed, all funds not  used to purchase shares on the Purchase Date will be returned to the Participant, without interest  (except to the extent required due to local legal requirements outside the United States).  No  Common Stock will be purchased on a Purchase Date on behalf of any employee whose  participation in this Plan has terminated prior to such Purchase Date (except to the extent required  due to local legal requirements outside the United States).  (f) As promptly as practicable after the Purchase Date, the Company will issue  shares for the Participant’s benefit representing the shares purchased upon exercise of his or her  option.  (g) Unless determined otherwise by the Committee, the shares issued pursuant  to Section 9(f) above shall be deposited into an account established in the Participant’s name at  the ESPP Broker. Subject to any applicable insider trading policy, a Participant shall be free to  undertake a disposition (as that term is defined in Section 424(c) of the Code) of the shares in his  or her ESPP Broker account at any time, whether by sale, exchange, gift or other transfer of legal  title but in the absence of such a disposition of the shares, the shares must remain in the  Participant’s ESPP Broker account until the holding period set forth in Section 423(a) of the Code  has been satisfied. With respect to shares for which the Section 423(a) holding period has been  satisfied, the Participant may move those shares to another brokerage account of Participant’s  choosing. Notwithstanding the above, a Participant who is not subject to income taxation under  





 






  7    the Code may move his or her shares to another brokerage account of his or her choosing at any  time, without regard to the satisfaction of the Section 423(a) holding period.  (h) During a Participant’s lifetime, his or her option to purchase shares  hereunder is exercisable only by him or her.  The Participant will have no interest or voting right  in shares covered by his or her option until such option has been exercised.   (i) To the extent required by applicable federal, state, local, or foreign law, a  Participant will make arrangements satisfactory to the Company and the Participating Corporation  employing the Participant for the satisfaction of any withholding tax obligations that arise in  connection with the Plan.  The Company or any Participating Corporation, as applicable, may  withhold, by any method permissible under applicable law, the amount necessary for the Company  or any Participating Corporation, as applicable, to meet applicable withholding obligations,  including up to the maximum permissible statutory rates and including any withholding required  to make available to the Company or any Participating Corporation, as applicable, any tax  deductions or benefits attributable to the sale or early disposition of shares of Common Stock by  a Participant.  The Company will not be required to issue any shares of Common Stock under the  Plan until such obligations are satisfied.  10. Limitations on Shares to be Purchased.  (a) No Participant will be entitled to purchase stock under any Offering Period  at a rate which, when aggregated with such Participant’s rights to purchase stock under all other  employee stock purchase plans of a Participating Company intended to meet the requirements of  Section 423 of the Code, that are also outstanding in the same calendar year(s) (whether under  other Offering Periods or other employee stock purchase plans of the Company, its Parent, and its  Subsidiaries), exceeds $25,000 in Fair Market Value, determined as of the Offering Date (or such  other limit as may be imposed by the Code) for each calendar year in which such Offering Period  is in effect (hereinafter the “Maximum Share Amount”).  The Company may automatically  suspend the payroll deductions of any Participant as necessary to enforce such limit provided that  when the Company automatically resumes such payroll deductions, the Company must apply the  rate in effect immediately prior to such suspension.   (b) The Committee may, in its sole discretion, set a lower maximum number of  shares which may be purchased by any Participant during any Offering Period than that determined  under Section 10(a) above, which will then be the Maximum Share Amount for subsequent  Offering Periods; provided, however, in no event will a Participant be permitted to purchase more  than Two Thousand Five Hundred (2,500) Shares during any one Purchase Period or such greater  or lesser number as the Committee may determine, irrespective of the Maximum Share Amount  set forth in (a) and (b) hereof.  If a new Maximum Share Amount is set, then all Participants will  be notified of such Maximum Share Amount prior to the commencement of the next Offering  Period for which it is to be effective.  The Maximum Share Amount will continue to apply with  respect to all succeeding Offering Periods unless revised by the Committee as set forth above.    (c) If the number of shares to be purchased on a Purchase Date by all  Participants exceeds the number of shares then available for issuance under this Plan, then the  Company will make a pro rata allocation of the remaining shares in as uniform a manner as will  





 






  8    be reasonably practicable and as the Committee will determine to be equitable.  In such event, the  Company will give written notice of such reduction of the number of shares to be purchased under  a Participant’s option to each Participant affected.   (d) Any payroll deductions accumulated in a Participant’s account which are  not used to purchase stock due to the limitations in this Section 10, and not covered by Section  9(e), will be returned to the Participant as soon as administratively practicable after the end of the  applicable Purchase Period, without interest (except to the extent required due to local legal  requirements outside the United States).  11. Withdrawal.  (a) Each Participant may withdraw from an Offering Period under this Plan  pursuant to a method specified by the Company.  Such withdrawal may be elected at any time  prior to the end of an Offering Period, or such other time period as specified by the Committee.   The Committee may set forth a deadline of when a withdrawal must occur to be effective prior to  a given Purchase Date in accordance with policies it may approve from time to time.  (b) Upon withdrawal from this Plan, the accumulated payroll deductions will  be returned to the withdrawn Participant, without interest (except to the extent required due to local  legal requirements outside the United States), and his or her interest in this Plan will terminate.  In  the event a Participant voluntarily elects to withdraw from this Plan, he or she may not resume his  or her participation in this Plan during the same Offering Period, but he or she may participate in  any Offering Period under this Plan which commences on a date subsequent to such withdrawal  by filing a new authorization for payroll deductions in the same manner as set forth in Section 6  above for initial participation in this Plan.  (c) To the extent applicable, if the Fair Market Value on the first day of the  current Offering Period in which a participant is enrolled is higher than the Fair Market Value on  the first day of any subsequent Offering Period, the Company will automatically enroll such  participant in the subsequent Offering Period.  Any funds accumulated in a participant’s account  prior to the first day of such subsequent Offering Period will be applied to the purchase of shares  on the Purchase Date immediately prior to the first day of such subsequent Offering Period, if any.    12. Termination of Employment.  Termination of a Participant’s employment for any  reason, including (but not limited to) retirement, death, disability, or the failure of a Participant to  remain an eligible employee of the Company or of a Participating Corporation, or Participant’s  employer no longer being a Participating Corporation, immediately terminates his or her  participation in this Plan (except to the extent required due to local legal requirements outside the  United States).  In such event, accumulated payroll deductions credited to the Participant’s account  will be returned to him or her or, in the case of his or her death, to his or her legal representative,  without interest (except to the extent required due to local legal requirements outside the United  States).  For purposes of this Section 12 and unless as may be required by local law, an employee  will not be deemed to have terminated employment or failed to remain in the continuous employ  of the Company or of a Participating Corporation in the case of sick leave, military leave, or any  other leave of absence approved by the Company; provided, that such leave is for a period of not  more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by  





 






  9    contract or statute.  The Company will have sole discretion to determine whether a Participant has  terminated employment and the effective date on which the Participant terminated employment,  regardless of any notice period or garden leave required under local law.  13. Return of Payroll Deductions.  In the event a Participant’s interest in this Plan is  terminated by withdrawal, termination of employment, or otherwise, or in the event this Plan is  terminated by the Board, the Company will deliver to the Participant all accumulated payroll  deductions credited to such Participant’s account.  No interest will accrue on the payroll deductions  of a Participant in this Plan (except to the extent required due to local legal requirements outside  the United States).  14. Capital Changes.  If the number of outstanding shares is changed by a stock  dividend, recapitalization, stock split, reverse stock split, subdivision, combination,  reclassification, or similar change in the capital structure of the Company, without consideration,  then the Committee will adjust the number and class of Common Stock that may be delivered  under the Plan, the Purchase Price, and the number of shares of Common Stock covered by each  option under the Plan which has not yet been exercised, and the numerical limits of Sections 1 and  10 will be proportionately adjusted, subject to any required action by the Board or the stockholders  of the Company and in compliance with applicable securities laws; provided, that fractions of a  Share will not be issued.  15. Nonassignability.  Neither payroll deductions credited to a Participant’s account  nor any rights with regard to the exercise of an option or to receive shares under this Plan may be  assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, pursuant  to the laws of descent and distribution, or as provided in Section 22 below) by the Participant.  Any  such attempt at assignment, transfer, pledge, or other disposition will be void and without effect.  16. Use of Participant Funds and Reports.  The Company may use all payroll  deductions received or held by it under the Plan for any corporate purpose, and the Company will  not be required to segregate Participant payroll deductions (except to the extent required due to  local legal requirements outside the United States).  Until shares are issued, Participants will only  have the rights of an unsecured creditor (except to the extent required due to local legal  requirements outside the United States).  Each Participant will receive, or have access to, promptly  after the end of each Purchase Period a report of his or her account setting forth the total payroll  deductions accumulated, the number of shares purchased, the Purchase Price thereof, and the  remaining cash balance, if any, carried forward or refunded, as determined by the Committee, to  the next Purchase Period or Offering Period, as the case may be.  17. Notice of Disposition.  If Participant is subject to tax in the United States,  Participant will notify the Company in writing if the Participant disposes of any of the shares  purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2)  years from the Offering Date or within one (1) year from the Purchase Date on which such shares  were purchased (the “Notice Period”).  The timeframes used to determine applicability of the  Notice Period in the foregoing sentence are subject to change pursuant to applicable law. The  Company may, at any time during the Notice Period, place a legend or legends on any certificate  representing shares acquired pursuant to this Plan requesting the Company’s transfer agent to  





 






  10    notify the Company of any transfer of the shares.  The obligation of the Participant to provide such  notice will continue notwithstanding the placement of any such legend on the certificates.  18. No Rights to Continued Employment.  Neither this Plan nor the grant of any  option hereunder will confer any right on any employee to remain in the employ of the Company  or any Participating Corporation, or restrict the right of the Company or any Participating  Corporation to terminate such employee’s employment.  19. Equal Rights And Privileges.  All eligible employees granted an option under this  Plan that is intended to meet the Code Section 423 requirements will have equal rights and  privileges with respect to this Plan or within any separate offering under the Plan so that this Plan  qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor  provision of the Code and the related regulations.  Any provision of this Plan which is inconsistent  with Section 423 or any successor provision of the Code will, without further act or amendment  by the Company or the Committee, be reformed to comply with the requirements of Section 423  (unless such provision applies exclusively to options that granted under the Plan that are not  intended to comply with the Code Section 423 requirements).  This Section 19 will take precedence  over all other provisions in this Plan.  20. Notices.  All notices or other communications by a Participant to the Company  under or in connection with this Plan will be deemed to have been duly given when received in the  form specified by the Company at the location, or by the person, designated by the Company for  the receipt thereof.  21. Term; Stockholder Approval.  This Plan will become effective on the Effective  Date.  This Plan will be approved by the stockholders of the Company within twelve (12) months  before or after the date this Plan is adopted by the Board.  No purchase of shares that are subject  to such stockholder approval before becoming available under this Plan will occur prior to  stockholder approval of such shares, and the Committee may delay any Purchase Date and  postpone the commencement of any Offering Period subsequent to such Purchase Date as deemed  necessary or desirable to obtain such approval (provided, that if a Purchase Date would occur more  than twenty-four (24) months after commencement of the Offering Period to which it relates, then  such Purchase Date will not occur, and instead such Offering Period will terminate without the  purchase of such shares and Participants in such Offering Period will be refunded their  contributions without interest unless the payment of interest is required under local laws).  This  Plan will continue until the earlier to occur of (a) termination of this Plan by the Board (which  termination may be effected by the Board at any time pursuant to Section 25 below), (b) issuance  of all of the shares of Common Stock reserved for issuance under this Plan, or (c) the tenth  anniversary of the first Purchase Date under the Plan.  22. Designation of Beneficiary.  (a) If provided in the subscription agreement or if determined by the  Committee, a Participant may file a written or electronic designation of a beneficiary who is to  receive any shares and cash, if any, from the Participant’s account under this Plan in the event of  such Participant’s death subsequent to the end of a Purchase Period but prior to delivery to him of  such shares and cash.  In addition, a Participant may file a written or electronic designation of a  





 






  11    beneficiary who is to receive any cash from the Participant’s account under this Plan in the event  of such Participant’s death prior to a Purchase Date.  Such form will be valid only if it was filed  with the Company and/or the Third Party Administrator at the prescribed location before the  Participant’s death.  (b) If authorized by the Company, such designation of beneficiary may be  changed by the Participant at any time by written notice filed with the Company at the prescribed  location before the Participant’s death.  In the event of the death of a Participant, and in the absence  of a beneficiary validly designated under this Plan who is living at the time of such Participant’s  death, the Company will deliver such cash to the executor or administrator of the estate of the  Participant, or if no such executor or administrator has been appointed (to the knowledge of the  Company), the Company, in its discretion, may deliver such shares or cash to the spouse or, if no  spouse is known to the Company, then to any one or more dependents or relatives of the  Participant, or if no spouse, dependent or relative is known to the Company, then to such other  person as the Company may designate.  23. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.  Shares will  not be issued with respect to an option unless the exercise of such option and the issuance and  delivery of such shares pursuant thereto will comply with all applicable provisions of law,  domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules  and regulations promulgated thereunder, and the requirements of any stock exchange or automated  quotation system upon which the shares may then be listed, exchange control restrictions,  securities law restrictions, or other applicable laws outside the United States, and will be further  subject to the approval of counsel for the Company with respect to such compliance.  Shares may  be held in trust or subject to further restrictions as permitted by any subplan.  24. Applicable Law.  The Plan will be governed by the substantive laws (excluding  the conflict of laws rules) of the State of Washington.  25. Amendment or Termination.  The Committee, in its sole discretion, may amend,  suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is  terminated, the Committee, in its discretion, may elect to terminate all outstanding Offering  Periods either immediately or upon completion of the purchase of shares of Common Stock on the  next Purchase Date (which may be sooner than originally scheduled, if determined by the  Committee in its discretion), or may elect to permit Offering Periods to expire in accordance with  their terms (and subject to any adjustment pursuant to Section 14). If an Offering Period is  terminated prior to its previously-scheduled expiration, all amounts then credited to Participants’  accounts for such Offering Period, which have not been used to purchase shares of Common Stock,  will be returned to those Participants (without interest thereon, except as otherwise required under  local laws) as soon as administratively practicable. Further, the Committee will be entitled to  establish rules to change the Purchase Periods and Offering Periods, limit the frequency and/or  number of changes in the amount contributed during a Purchase Period or an Offering Period,  establish the exchange ratio applicable to amounts contributed in a currency other than U.S.  dollars, permit payroll withholding in excess of the amount designated by a Participant in order to  adjust for delays or mistakes in the administration of the Plan, establish reasonable waiting and  adjustment periods and/or accounting and crediting procedures to ensure that amounts applied  toward the purchase of Common Stock for each Participant properly correspond with amounts  





 






  12    contributed from the Participant’s Compensation, and establish such other limitations or  procedures as the Committee determines in its sole discretion advisable which are consistent with  the Plan. Such actions will not require stockholder approval or the consent of any Participants.   However, no amendment will be made without approval of the stockholders of the Company  (obtained in accordance with Section 21 above) within twelve (12) months of the adoption of such  amendment (or earlier if required by Section 21) if such amendment would (i) increase the number  of shares that may be issued under this Plan or (ii) change the designation of the employees (or  class of employees) eligible for participation in this Plan.  In addition, in the event the Committee  determines that the ongoing operation of the Plan may result in unfavorable financial accounting  consequences, the Committee may, in its discretion and, to the extent necessary or desirable,  modify, amend, or terminate the Plan to reduce or eliminate such accounting consequences  including, but not limited to:  (a) amending the definition of compensation, including with respect  to an Offering Period underway at the time; (b) altering the Purchase Price for any Offering Period  including an Offering Period underway at the time of the change in Purchase Price; (c) shortening  any Offering Period by setting a Purchase Date, including an Offering Period underway at the time  of the Committee action; (d) reducing the maximum percentage of compensation a participant may  elect to set aside as payroll deductions; and (e) reducing the maximum number of shares of  Common Stock a Participant may purchase during any Offering Period.  Such modifications or  amendments will not require approval of the stockholders of the Company or the consent of any  Participants.   26. Corporate Transactions.  In the event of a Corporate Transaction (as defined  below), each outstanding right to purchase Common Stock will be assumed or an equivalent option  substituted by the successor corporation or a parent or a subsidiary of the successor corporation.   In the event that the successor corporation refuses to assume or substitute for the purchase right,  the Offering Period with respect to which such purchase right relates will be shortened by setting  a new Purchase Date (the “New Purchase Date”) and will end on the New Purchase Date.  The  New Purchase Date will occur on or prior to the consummation of the Corporate Transaction, and  the Plan will terminate on the consummation of the Corporate Transaction.  27. Definitions.  (a) “Affiliate” means any entity, other than a Subsidiary or Parent, (i) that,  directly or indirectly, is controlled by, controls or is under common control with, the Company  and (ii) in which the Company has a significant equity interest, in either case as determined by the  Committee, whether now or hereafter existing.  (b) “Amendment Date” means August 31, 2021.  (c) “Board” means the Board of Directors of the Company.  (d) “Code” means the U.S. Internal Revenue Code of 1986, as amended.  (e) “Common Stock” means the Class A common stock of the Company.  (f) “Corporate Transaction” means the occurrence of any of the following  events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)  becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or  





 






  13    indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting  power represented by the Company’s then outstanding voting securities; (ii) the consummation of  the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii)  the consummation of a merger or consolidation of the Company with any other corporation, other  than a merger or consolidation which would result in the voting securities of the Company  outstanding immediately prior thereto continuing to represent (either by remaining outstanding or  by being converted into voting securities of the surviving entity or its parent) at least fifty percent  (50%) of the total voting power represented by the voting securities of the Company or such  surviving entity or its parent outstanding immediately after such merger or consolidation.  (g) “Effective Date” means April 26, 2018, the date on which the Registration  Statement covering the initial public offering of the shares of Common Stock was declared  effective by the U.S. Securities and Exchange Commission.  (h) “ESPP Broker” means a stock brokerage or other entity designated by the  Company to establish the account for stock purchased under the Plan by Participants.  (i) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as  amended.  (j) “Fair Market Value” means, as of any date, the value of a share of  Common Stock determined as follows:  (i) if such Common Stock is publicly traded and is then listed on a  national securities exchange, its closing price on the date of determination on the principal national  securities exchange on which the Common Stock is listed or admitted to trading as reported in The  Wall Street Journal or such other source as the Committee deems reliable;   (ii) if such Common Stock is publicly traded but is neither listed nor  admitted to trading on a national securities exchange, the average of the closing bid and asked  prices on the date of determination as reported in The Wall Street Journal or such other source as  the Committee deems reliable;   (iii) if such Common Stock is publicly traded but is neither quoted on  the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average  of the closing bid and asked prices on the date of determination as reported in The Wall Street  Journal or such other source as the Committee deems reliable; and  (iv) if none of the foregoing is applicable, by the Committee in good  faith.  (k) “Offering Date” means the first Trading Day of each Offering Period.    (l) “Offering Period” means a period with respect to which the right to  purchase Common Stock may be granted under the Plan, as determined by the Committee pursuant  to Section 5(a).  





 






  14    (m) “Parent” will have the same meaning as “parent corporation” in Sections  424(e) and 424(f) of the Code.  (n) “Participant” means an eligible employee who meets the eligibility  requirements set forth in Section 4 and who elects to participate in this Plan, in each case subject  and pursuant to Section 6.   (o) “Participating Corporation” means any Parent, Subsidiary or Affiliate that  the Board or the Committee designates from time to time as a corporation that will participate in  this Plan.  (p) “Plan” means this Smartsheet Inc. 2018 Employee Stock Purchase Plan, as  may be amended from time to time.  (q) “Purchase Date” means the last Trading Day of each Purchase Period.  (r) “Purchase Period” means a period during which contributions may be  made toward the purchase of Common Stock under the Plan, as determined by the Committee  pursuant to Section 5(b).  (s) “Purchase Price” means the price at which Participants may purchase a  share of Common Stock under the Plan, as determined pursuant to Section 8.  (t) “Securities Act” means the U.S. Securities Act of 1933, as amended.  (u) “Subsidiary” will have the same meaning as “subsidiary corporation” in  Sections 424(e) and 424(f) of the Code.  (v) “Trading Day” means a day on which the national stock exchange upon  which the Common Stock is listed is open for trading.