Letter Agreement with Stephan Schambach



 Exhibit 10.15 
 



 
 July 29, 2010 
 Stephan Schambach 
 195 Mattison Drive 
 Concord, MA 01742 
  

	 	Re:	Change in Status/Consulting Services 


Dear Stephan: 
 As per our discussions and
agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provide to Demandware once your employment has
terminated. 
  

	 	1.	Your employment with Demandware will continue until August 31, 2010 (the “Employment Termination Date”). Through Employment Termination Date, you will
continue to receive your current base salary and employee benefits, but you will not be entitled to any bonus or other incentive compensation. Through August 31, 2010, you will continue to provide services as may be requested by me or by other
members of the Demandware executive team (and as approved by me). Effective as of the Employment Termination Date, your employment will be deemed terminated and all employment related benefits, including the current monthly reimbursement of your
health insurance costs, shall cease. 

  

	 	2.	 Commencing September 1, 2010, you will provide consulting services to Demandware as an independent contractor (the “Consulting
Services”). The Consulting Services shall be provided primarily in Europe and in providing the Consulting Services you will be under the direction of Demandware’s European Operations Management (“EOM”), which is currently Jeff
Barnett. It is anticipated that Demandware may hire a European general manager and, if Demandware so determines, EOM may be transitioned to this general manager. The Consulting Services shall be those services as may be directed by EOM or by me, and
may include the following: assisting in formulating European expansion strategy, development of partnerships, and participation in industry conferences, speeches, public relations activities, key customer meetings, employee recruitment and the
recruitment of participants in Demandware’s Link Technology program. Under no circumstances will you be authorized to make any financial or contractual commitments on behalf of Demandware or its subsidiaries. It is anticipated that you will
provide Consulting Services for approximately 60% of the business days during each calendar month (on average, three days per work week). For the Consulting Services, Demandware (or, at Demandware’s discretion, its subsidiary, Demandware GmbH)
will pay you $13,750 per calendar month. At the conclusion of each calendar month, you and the EOM will assess the number of days of Consulting Services you provided during such month and, to the extent that you provided Consulting Services in
excess of 60% of the working days during such month, you will be paid additional compensation of $1,000 per additional working day; provided, however, that in no event shall total compensation paid for the Consulting Services in a calendar month
exceed $22,916.67. Either you or Demandware may terminate the Consulting Services at any time, in 











			
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which event Demandware’s entire liability to you will be to pay you for the Consulting Services rendered through the effective date of termination and you acknowledge and agree that you will
not be entitled to any severance or similar benefits from Demandware. The period of time during which you provide the Consulting Services shall be referred to herein as the “Consulting Period.” 


 

	 	3.	Through the end of the Consulting Period, the Company shall maintain your current email address at the Company (sschambach@demandware.com) or such other email address
as you and the Company agree in writing (collectively, the “Email Address”), and the Company shall not directly or indirectly limit, restrict or otherwise prohibit you in any way or manner from accessing the Email Address or from
reading, downloading and responding to correspondence sent to the Email Address. 

  

	 	4.	Your status as a member of the Board and as Chairman of the Board shall not be affected by this letter, the transactions contemplated hereby and your termination of
employment with Demandware. To the extent that you are required to travel to the United States from Germany for purposes of attending a meeting of the Board of Directors of Demandware, Demandware will reimburse the cost of flying Business Class for
such trips. All other approved travel and authorized expenses (whether to the United States or otherwise) shall be reimbursed in accordance with Demandware’s existing travel and entertainment policy and, without limiting the foregoing, the
extent of reimbursement for air travel shall be limited to the cost of coach travel. 

  

	 	5.	Demandware shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this letter to the extent that it reasonably and
in good faith determines that it is required to make such deductions, withholdings and tax reports. Payments under this letter are stated in gross amounts and shall be paid in amounts net of any such deductions or withholdings. Nothing in this
letter shall be construed to require Demandware to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. Without limiting the
foregoing, you acknowledge and agree that you will be responsible for any and all withholding and other taxes that may be applicable to all payments made to you related to the Consulting Services. 


 

	 	6.	For the period from the date hereof through the Employment Termination Date, the provisions of Section 1 hereof shall be deemed to supersede any inconsistent or
different provisions of the offer letter from Demandware to you dated as of February 14, 2007. 

  

	 	7.	With respect to the that certain Nondisclosure and Developments Agreement executed by you on March 7, 2007 (the “Nondisclosure Agreement”) and that
certain Employee Non-Solicitation and Non-Competition Agreement executed by you on August 3, 2004 (the “Noncompetition Agreement”), you and Demandware acknowledge and agree that (a) certain provisions of the Nondisclosure
Agreement and the Noncompetition are redundant and/or inconsistent, (b) based upon your changed role, certain provisions should be revised and (c) that, following revisions to such agreements to address (a) and (b), such agreements
will continue to apply to you so long as you continue to provide the Consulting Services (the “Consulting Term”). Accordingly, you and Demandware agree as follows: 










			
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	 	a.	The following provisions of the Noncompetition Agreement shall be deemed deleted and superseded in their entirety by the provisions of the Nondisclosure Agreement
and/or the terms of this letter: Sections 1, 3, 4, 5, 6, 7 and 8. 

  

	 	b.	All references to ‘employment’ within the Nondisclosure Agreement and Noncompetion Agreement shall deemed to include (i) your direct employment by
Demandware and (ii) the Consulting Term and your performance of the Consulting Services hereunder. 

  

	 	c.	Notwithstanding Section 7.b Section 2 of the Noncompetition Agreement is hereby amended to provide that the period of noncompetition specified therein shall
continue until the later of (i) twelve (12) months from the Employment Termination Date or (ii) six (6) months from the last day of the Consulting Period. 


 

	 	d.	As you may not be devoting your full time to the provision of the Consulting Services, you will be free to engage in other activities not in conflict with
Section 2 of the Noncompetition Agreement during the Consulting Term and Demandware acknowledges and agrees that you may, during the Consulting Term, create Developments (as such term is defined in the Nondisclosure Agreement) to which
Demandware shall have no rights under the terms of the Nondisclosure Agreement or otherwise. Accordingly, Demandware disclaims any and all interest in any Developments you may develop during the Consulting Term that do not
(i) result or arise from tasks assigned to you by Demandware during the Consulting Term; or (ii) result from the use of Demandware’s premises or property, confidential/proprietary information of Demandware or employees of
Demandware. 

 Please indicate your agreement to the terms of this letter by signing and returning to me the original of this
letter. 
  

							
		 		 		 	Very truly yours,
				
		 		 		 	 /s/ Thomas D. Ebling
 Thomas
E. Ebling

		 		 		 	President and Chief Executive Officer
			
	ACKNOWLEDGED AND AGREED	 		 	
			
	 /s/ Stephan Schambach
	 		 	
	Stephan Schambach	 		 	
	Date: