Form of Nonqualified Stock Option Agreement



 Exhibit 10.2 
 Non-Qualified Stock Option Agreement 
 under the Demandware, Inc.

 2004 Stock Option and Grant Plan 
  

			
	Name of Optionee:	  	________________(the “Optionee”)
		
	No. of Option Shares:	  	______ Shares of Common Stock
		
	Grant Date:	  	_______________ (the “Grant Date”)
		
	Expiration Date:	  	______________ (the “Expiration Date”)
		
	Vesting Reference Date:	  	______________ (the “Vesting Reference Date”)
		
	Option Exercise Price/Share:	  	______________ (the “Option Exercise Price”)

 Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby
grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as
is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as
the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended
to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and accepts this Stock Option subject to all of the terms and provisions thereof. 
 1. Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Plan. 
 An “Affiliate” of any Person means a
Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly
or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise. 

“Bankruptcy” shall mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Optionee or any Permitted Transferee, or (ii) the Optionee or any Permitted Transferee being subjected
involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Optionee’s or such Permitted Transferee’s assets, which involuntary petition or assignment or attachment is not
discharged within 60 days after its date, and (iii) the Optionee or any Permitted Transferee being subject to a transfer of the Stock Option or the Issued Shares by operation of law (including by divorce, even if not insolvent), except by
reason of death. 







 “Cause” shall mean a vote of the Board resolving that the
Optionee should be dismissed as a result of: 
 (i) dishonest acts of the Optionee with respect to the Company or
any Affiliate of the Company; 
 (ii) the commission by or indictment of the Optionee for (A) a felony or
(B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable
or reasonable cause with respect to such offense is made); 
 (iii) Optionee’s breach of his duty of loyalty
to the Company or any Affiliate of the Company or any act or omission by the Optionee constituting unethical business practices; 
 (iv) failure to perform to the reasonable judgment of the Board the Optionee’s duties and responsibilities assigned or delegated to such Optionee; 

(v) gross negligence of the Optionee, including but not limited to continued absences after written notice given to the
Optionee by the Board; 
 (vi) willful misconduct or insubordination of the Optionee with respect to the Company
or any Affiliate of the Company, including but not limited to repeated unwarranted threats of resignation; or 

(vii) breach by the Optionee of any of the Optionee’s material obligations under any noncompetition, nondisclosure
and developments agreement executed by the Optionee in favor of the Company or any Affiliate of the Company. 

“Permitted Transferees” shall mean any of the following to whom the Optionee may transfer Issued Shares
hereunder (as set forth in Section 8): the Optionee’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the Optionee is the settlor; provided, however, that any such trust does not
require or permit distribution of any Issued Shares during the term of this Agreement unless subject to its terms. Upon the death of the Optionee (or a Permitted Transferee to whom shares have been transferred hereunder), the term Permitted
Transferees shall also include such deceased Optionee’s (or such deceased Permitted Transferee’s) estate, executions, administrations, personal representations, heirs, legatees and distributees, as the case may be. 

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. 
 “Sale Event” shall mean, regardless of form thereof, consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated
person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power
immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (iii) the sale of all or a majority of the outstanding capital stock of the
Company to an unrelated person or entity or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of
the successor entity immediately upon 

  
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completion of the transaction; provided, however, that “Sale Event” shall not include any financing transaction of the Company (whether public or private) that would otherwise be and/or
trigger a “Sale Event” under (iii) and/or (iv) above. 
 “Subsidiary” shall
mean any corporation (other than the Company) in any unbroken chain of corporations or other entities beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock or other interests
possessing 50 percent or more of the total combined voting power of all classes of stock or in one of the other corporations in the chain. 
 2. Vesting, Exercisability and Termination. 
 (a) No
portion of this Stock Option may be exercised until such portion shall have vested. 
 (b)
Except as set forth below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to:
(i) twenty-five percent (25%) of the Option Shares on the one (1) year anniversary of the Vesting Reference Date; and (ii) one forty-eighth (1/48th) of the Option Shares at the end of each month starting with the thirteenth (13th) month following the Vesting Reference Date. 

Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed
or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then the vesting schedule of this Stock Option
shall be accelerated by twelve (12) months upon the date on which the Optionee’s employment with the Company and its Subsidiaries or successor entity terminates if (1) such termination occurs within twelve (12) months of such
Sale Event and (2) such termination is by the Company without Cause. 
 (c) Termination. Except as
may otherwise be provided by the Committee, if the Optionee’s employment with the Company or a Subsidiary is terminated, the period within which to exercise this Stock Option may be subject to earlier termination as set forth below: 

(i) Termination Due to Death, Disability or Retirement. If the Optionee’s employment terminates by reason of
such Optionee’s death, disability (as defined in Section 422(c) of the Code) or retirement (after attainment of age 60), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the
Optionee’s legal representative or legatee for a period of twelve (12) months from the date of death, disability or retirement or until the Expiration Date, if earlier, subject in any event to Section 6. 

(ii) Other Termination. If the Optionee’s employment terminates for any reason other than death, disability or
retirement (after attainment of age 60), and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the
Expiration Date, if earlier, provided, however, if the Optionee’s employment is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. 

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s employment shall be
conclusive and binding on the Optionee and his or her representatives or legatees or Permitted Transferees. Any portion of the Stock Option that is not exercisable on the date of termination of the employment shall terminate immediately and be null
and void. 

  
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 3. Exercise of Stock Option. 

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date (subject to
Section 2(c) and Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares
with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described below.
Payment instruments will be received subject to collection. 
 (i) in cash, by certified or bank check, or other
instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; 
 (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the
exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or 

(iii) if the Company’s Initial Public Offering has occurred, then (A) through the delivery (or attestation to
ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company and in any event with
an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above.

 (b) Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon
compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be
under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued
Shares to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares,
subject to the terms of this Agreement. 
 (c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date. 

  
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 4. Incorporation of Plan. Notwithstanding anything herein to the
contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan. 
 5.
Transferability of Stock Option. This Agreement is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during
the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the
name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the
Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent
provided herein in the event of the Optionee’s death. 
 6. Effect of Certain Transactions. In the
case of a Sale Event, this Stock Option shall terminate upon the effective time of any such Sale Event unless provision is made in connection with such transaction in the sole discretion of the parties thereto for the continuation or assumption of
this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or a parent thereof, with such adjustment as to the number and kind of shares and the per share exercise prices as such
parties shall agree. In the event of such termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are
then exercisable. 
 7. Withholding Taxes. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account
of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Common Stock to be issued or
transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the
right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect
to the issuance of Option Shares to the Optionee. 
 8. Restrictions on Transfer of Issued Shares. None of
the Issued Shares acquired upon exercise of the Stock Option shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer
is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Act”)), and such disposition is in accordance with the terms and
conditions of this Section 8 such disposition does not cause the Company to become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. In connection with any transfer of Issued Shares, the Company may
require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without
limitation, the Act). Any attempted disposition of Issued Shares not in accordance with the terms and conditions of this Section 8 shall be null and void, and the Company shall not reflect on its records any change in record ownership of any
Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any Issued Shares. 

  
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Subject to the foregoing general provisions, Issued Shares may be transferred pursuant to the following specific terms and conditions: 

(a) Transfers to Permitted Transferees. The Optionee may sell, assign, transfer or give away any or all of the
Issued Shares to Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement to the same extent as the Optionee
(including, without limitation, the provisions of Sections 8, 10 and 11) and shall have delivered a written acknowledgment to that effect to the Company. 
 (b) Transfers Upon Death. Upon the death of the Optionee, any Issued Shares then held by the Optionee at the time of such death and any Issued Shares acquired thereafter by the Optionee’s
legal representative pursuant to this Agreement shall be subject to the provisions of Sections 8, 10 and 11, if applicable, and the Optionee’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall
be obligated to convey such Issued Shares to the Company or its assigns under the terms contemplated hereby. 

(c) Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding
Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted
Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed
sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the
price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day
period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the
Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee
(or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares
purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this
Section 8(c) shall terminate in accordance with Section 12(a). 
 9. Escrow Arrangement. 

(a) Escrow. In order to carry out the provisions of Sections 8 and 10 of this Agreement more effectively, the
Company shall hold any Issued Shares in escrow together with separate stock powers executed by the Optionee in blank for transfer, and any Permitted Transferee shall, as an additional condition to any transfer of Issued Shares, execute a like stock
power as to such Issued Shares. The Company shall not dispose of the Issued Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the
Optionee and any Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Issued Shares being purchased and to transfer such
Issued Shares in accordance with the terms hereof. At such time as any Issued Shares are no longer subject to the Company’s repurchase, first refusal and drag along rights, the Company shall, at the written request of the Optionee, deliver to
the Optionee (or the relevant 

  
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Permitted Transferee) a certificate representing such Issued Shares with the balance of the Issued Shares to be held in escrow pursuant to this Section 9. 

(b) Remedy. Without limitation of any other provision of this Agreement or other rights, in the event that the
Optionee, any Permitted Transferees or any other person or entity is required to sell the Optionee’s Issued Shares pursuant to the provisions of Sections 8 and 10 of this Agreement and in the further event that he or she refuses or for any
reason fails to deliver to the Company or its designated purchaser of such Issued Shares the certificate or certificates evidencing such Issued Shares together with a related stock power, the Company or such designated purchaser may deposit the
applicable purchase price for such Issued Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Optionee, any Permitted Transferees or other person or
entity, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Optionee as provided above. Upon any
such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the person or entity who was required to sell the Issued Shares to be sold pursuant to the provisions of Sections 8 and 10, such Issued Shares
shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and
the Company shall record such transfer in its stock transfer book or in any appropriate manner. 
 10. Drag Along
Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or
all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the
Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Optionee,
including any Permitted Transferees, shall be obligated to and shall upon the written request of the Majority Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the
Buyer, his or her Issued Shares (including for this purpose all of such Optionee’s or his or her Permitted Transferee’s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options
(following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable
securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting
such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may
reasonably require in order to carry out the terms and provisions of this Section 10. The obligations under this Section 10 shall terminate in accordance with Section 12(a). 

11. Lockup Provision. The Optionee agrees, in connection with the initial underwritten public offering of the Common
Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities,


  
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in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the
final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any
similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions
with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period. 
 12. Miscellaneous Provisions. 
 (a)
Termination. The restrictions on transfer of Issued Shares under Section 8(c) and the Drag Along obligations under Section 10 shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any
Sale Event, in either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national security
exchange. 
 (b) Equitable Relief. The parties hereto agree and declare that legal remedies may be
inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(c) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the
Company’s stock, the provisions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Issued Shares.

 (d) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor
shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee. 

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware
without regard to conflict of law principles. 
 (f) Headings. The headings are intended only for
convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such
determination shall in no manner affect the legality or enforceability of any other provision hereof. 
 (h)
Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail,
postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

  
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 (i) Benefit and Binding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the
Company hereunder to the extent of such assignment. 
 (j) Counterparts. For the convenience of the
parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 

[SIGNATURE PAGE FOLLOWS] 

  
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 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby
agreed to by the undersigned as of the date first above written. 
  

					
	DEMANDWARE, INC.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	Address:
	
	10 Presidential Way
	Woburn, MA
	01810


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned as of the date first above written. 
  

	
	OPTIONEE:
	
	  
	Name:
	
	Address:
	
	 
	
	 
	
	 


 [SPOUSE’S CONSENT1 
 I
acknowledge that I have read the 
 foregoing Non-Qualified Stock Option Agreement 
 and understand the contents thereof. 
 ___________________________] 

 

	
	DESIGNATED BENEFICIARY:
	
	  
	
	Beneficiary’s Address:
	
	 
	
	 
	
	 


  

	1 	 A spouse’s consent is required only if the Optionee’s state of residence is one of the following community property states: Arizona,
California, Idaho, Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin. 



  
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 Appendix A 
 STOCK OPTION EXERCISE NOTICE 
 Demandware, Inc. 

Attention: CFO 
 Pursuant to the
terms of my stock option agreement dated              (the “Agreement”) under the Demandware, Inc. 2004 Stock Option and Grant Plan, I, [Insert Name]
             , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of
$             representing the purchase price for [Fill in number of Option Shares]              option shares. I
have chosen the following form(s) of payment: 
  

									
	 	[ ]	  	  	 	1.	  	  	Cash
	 	[ ]	  	  	 	2.	  	  	Certified or bank check payable to Demandware, Inc.
	 	[ ]	  	  	 	3.	  	  	Other (as described in the Agreement (please describe))
                                         
   .

 In connection with my exercise of the option as set forth above, I hereby represent and warrant to Enigma
Holdings, Inc. as follows: 
 (i) I am purchasing the option shares for my own account for investment only, and
not for resale or with a view to the distribution thereof. 
 (ii) I have had such an opportunity as I have
deemed adequate to obtain from Demandware, Inc. such information as is necessary to permit me to evaluate the merits and risks of my investment in Demandware, Inc. and have consulted with my own advisers with respect to my investment in Demandware,
Inc. 
 (iii) I have sufficient experience in business, financial and investment matters to be able to evaluate
the risks involved in the purchase of the option shares and to make an informed investment decision with respect to such purchase. 
 (iv) I can afford a complete loss of the value of the option shares and am able to bear the economic risk of holding such option shares for an indefinite period of time. 

(v) I understand that the option shares may not be registered under the Securities Act of 1933, as amended (it being
understood that the option shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in
the absence of an effective registration statement under the Securities Act of 1933, as amended and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge
that certificates representing option shares will bear restrictive legends reflecting the foregoing. 
  

	
	Sincerely yours,
	
	  
	Name:
	
	Address:
	
	 
	
	 
	
	 



  
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