EX-10.5





 Exhibit 10.5 

THOUGHTWORKS HOLDING, INC. 

STOCK OPTION GRANT NOTICE 

(2021 OMNIBUS INCENTIVE PLAN) 

Thoughtworks Holding, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”),
hereby grants to Participant an option to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Stock Option
Grant Notice (this “Grant Notice”) and the Option Agreement (attached hereto as Attachment I), the Plan, which has been made available to you, and the Vesting Schedule (attached hereto as Attachment II), all of which are
incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same meaning as in the Plan or the Option Agreement. If there is any conflict between the terms in
this Grant Notice and the Plan, the terms of the Plan will control. 
  

			
	Name of Participant:	  	                                      
                          
	Date of Grant:	  	 

                          
                                       

	Number of Shares of Stock Subject to Option:	  	                                      
                          
	Exercise Price (Per Share):	  	                                      
                          
	Expiration Date:	  	                                      
                          


  

			
	Type of Grant:	  	Nonqualified Stock Option
		
	Exercise Schedule:	  	Same as Vesting Schedule
		
	Vesting Schedule:	  	Attached hereto as Attachment II

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant
Notice, the Option Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as
of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises and/or
representations on that subject with the exception of (i) Awards previously granted and delivered to Participant and (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this
Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

 

					
	THOUGHTWORKS HOLDING, INC.	  	PARTICIPANT:
			
	By:                                     
                                         
      	  		  	                                      
                                         
         
	                                      
  Signature	  	                        	  	Signature
	Title:                                     
                                         
  	  		  	Date:                                     
                                         
  
	Date:                                     
                                         
  	  		  	

 ATTACHMENTS: Option Agreement and Vesting Schedule 












 Attachment I 

THOUGHTWORKS HOLDING, INC. 

2021 OMNIBUS INCENTIVE PLAN 

NONQUALIFIED STOCK OPTION AGREEMENT 

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement
(this “Agreement”), Thoughtworks Holding, Inc. (the “Company”) has granted you an Award under its 2021 Omnibus Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of
Grant”). Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same meaning as in the Plan. 

If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details of your option
(this or your “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows: 
 1.
VESTING. Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice. Vesting will cease upon your Termination; provided, however, that notwithstanding anything herein
or in the Plan to the contrary, in the event of a Termination due to your death or Disability, 100% of your outstanding unvested Options shall immediately vest upon such Termination. Upon your Termination, the portion of the Option that is not
vested on the date of such Termination will be forfeited at no cost to the Company, and you will have no further right, title or interest in or to such underlying shares of Stock. 

2. TERMINATION OF EMPLOYMENT OR
SERVICE. 
 (a) In the event your Termination occurs prior to the Expiration Date for any reason
other than (i) by the Service Recipient for Cause or (ii) by reason of your death or Disability, (A) all vesting with respect to your outstanding Options shall cease; (B) all of your outstanding unvested Options shall terminate
and be forfeited for no consideration as of the date of such Termination; and (C) all of your outstanding vested Options shall terminate and be forfeited for no consideration upon the earlier of (I) the Expiration Date and (II) the
date that is ninety (90) days after the date of such Termination. 
 (b) In the event your Termination occurs prior to the
Expiration Date by reason of your death or Disability, all of your outstanding vested Options shall terminate and be forfeited for no consideration upon the earlier of (i) the Expiration Date and (ii) the date that is twelve
(12) months after the date of such Termination. In the event of your death, your Options shall remain exercisable, by the Person or Persons to whom your rights under the Options pass by will or by the applicable laws of descent and
distribution, until the Expiration Date, but only to the extent that the Options were vested at the time of such Termination. 
 (c)
In the event your Termination occurs prior to the Expiration Date due to a termination by the Service Recipient for Cause, all of your outstanding Options (whether or not vested) shall immediately terminate and be forfeited for no consideration
as of the date of such Termination. 
 3. NUMBER OF SHARES AND
EXERCISE PRICE. The number of shares of Stock subject to your Option and the exercise price per share set forth in your Grant Notice will be adjusted from time to time for capitalization adjustments, as provided in
the Plan. Any additional shares that become subject to the Option pursuant to this Section 2, if any, shall be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions on
transferability and time and manner of delivery as applicable to the other shares covered by your Option. Notwithstanding the provisions of this Section 2, no fractional shares or rights for fractional shares of Stock shall
be created pursuant to this Section 2. Any fraction of a share will be rounded down to the nearest whole share. 

  
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 4. METHOD OF PAYMENT. You must
pay the full amount of the exercise price for the shares you wish to acquire upon exercise of the Option. You may pay the exercise price in a manner approved by the Committee and in accordance with applicable law, which may include any of the
following payment methods: (a) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (b) by delivery of shares of Stock having an aggregate Fair Market Value equal to the exercise price,
(c) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject
to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price
and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (d) by any other means approved by the Committee. Notwithstanding anything herein to the contrary, if the Committee determines that any form of
payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available. 

5. WHOLE SHARES. You may exercise your Option only for whole shares of Stock. 

6. SECURITIES LAW COMPLIANCE. In no event may you exercise your Option unless the
shares of Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the
Securities Act. The exercise of your Option also must comply with all other applicable laws and regulations governing your Option and the Company’s policies, and you may not exercise any portion of your Option if the Company determines that
such exercise would not be in material compliance with such laws, regulations or Company policies, if applicable. 
 7.
TERM. You may not exercise your Option before the Date of Grant or after the Expiration Date. The term of your Option shall expire upon the earlier of (a) a Termination in accordance with
Section 2 hereof and (b) 11:59 P.M. Central Time on the Expiration Date. 
 8. EXERCISE.

 (a) You may exercise the vested portion of your Option during its term by (i) completing such documents and/or procedures
designated by the Company, or a third party designated by the Company, for exercise, and (ii) paying the exercise price and any applicable withholding taxes, together with such additional documents as the Company may then require. 

(b) By exercising your Option, you agree that, as a condition to any exercise of your Option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your Option or (ii) the disposition of shares of Stock acquired upon such exercise.

 9. TRANSFERABILITY OF OPTIONS. Except as set forth in the
following sentences or as otherwise permitted by the Company and applicable law, your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Upon receiving written
permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who,
on your death, will thereafter be entitled to exercise this Option and receive the Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to
exercise this Option and receive, on behalf of your estate, the Stock or other consideration resulting from such exercise. 

  
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 10. DIVIDENDS. You shall receive no benefit or adjustment to
your Option with respect to any cash dividend, stock dividend or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan. 

11. RESTRICTIVE LEGENDS. The shares of Stock issued under your Option shall be endorsed with
appropriate legends, if applicable, as determined by the Company. 
 12. AWARD NOT A
SERVICE CONTRACT. This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the
employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service. 
 13.
WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your Option, in whole or in part, and at
any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any
sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your exercise (the “Withholding Taxes”). Additionally, the Company or
any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your exercise by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise
payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of
Stock to be delivered in connection with your exercise by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to
the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Option with
an aggregate Fair Market Value (measured as of the date of exercise) equal to the amount of such Withholding Taxes; provided, that, to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange
Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee. 

(b) You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for such shares of Stock or release such shares of Stock from any escrow provided
for herein, if applicable, unless such obligations are satisfied. 
 (c) In the event the Company’s obligation to withhold
arises prior to the delivery to you of shares of Stock or it is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligations was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

  
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 14. TAX CONSEQUENCES. You hereby
agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors,
employees or Affiliates, related to tax liabilities arising from your Option or your other compensation. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified in
the Grant Notice is at least equal to the “fair market value” per share of the Stock on the Date of Grant, and there is no other impermissible deferral of compensation associated with the Option. 

15. NOTICES. Any notices provided for in your Option or the Plan will be given in writing
(including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Option by electronic means or to request your consent to participate in the Plan by
electronic means. By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company. 
 16. GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Option, and is further subject to all interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those of the Plan, the provisions of the Plan will control. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN YOU AND THE COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS RELATING TO ARBITRATION
SET FORTH IN THE PLAN. 
 17. CLAWBACK/RECOUPMENT POLICY. Your Option (and any
compensation paid or shares issued under your Option) is subject to recoupment in accordance with The Dodd Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any other clawback policy adopted by the
Company and any compensation recovery policy otherwise required by applicable law. 
 18. OTHER
DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan
prospectus. 
 19. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of this Option will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except
as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

20. VOTING RIGHTS. You will not have voting or any other rights as a
stockholder of the Company with respect to the shares to be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in
this Option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

21. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a
Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

  
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 22. DATA PRIVACY. You explicitly
and unambiguously consent to the collection, use and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of the Plan is incorporated herein by reference and made a part
hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering and managing the Plan and Awards and your participation in the
Plan. You acknowledge, understand and agree that Data may be transferred to third parties, which will assist the Company with the implementation, administration and management of the Plan. 

23. MISCELLANEOUS. 

(a) The rights and obligations of the Company under your Option will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 
 (b)
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Option. 

(c) You acknowledge and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain the advice of
counsel prior to executing and accepting your Option and fully understand all provisions of your Option. 
 (d) This Agreement will
be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

(e) All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all of the business and/or assets of the Company. 

*                *       
         * 
 This Agreement will be deemed to be signed by you upon the signing by you of the
Stock Option Grant Notice to which it is attached. 

  
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 Attachment II 

[VESTING SCHEDULE]