EX-10.5




 Exhibit 10.5 

CLEARWATER ANALYTICS HOLDINGS, INC. 

PERFORMANCE-VESTING RESTRICTED STOCK UNIT NOTICE 

(2021 OMNIBUS INCENTIVE PLAN) 
 Clearwater
Analytics Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an award of performance-vesting Restricted Stock Units
“Performance Stock Units”) for the number of shares of Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Performance-Vesting Restricted
Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but
defined in the Plan or the RSU Agreement will have the same meaning as in the Plan or the RSU 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”:	  	 [•]
	  	
		 	“Vesting Period Commencement Date”:	  	January 1, 20[XX]	  	
		 	Number of Shares of Stock Subject to the Award:	  	 [•]
	  	

  

			
	Vesting Schedule:	  	The Performance Stock Units shall vest in 33 1/3% installments on each of the first three (3) anniversaries of the Vesting Period Commencement Date (each such anniversary, a “Performance-Vesting Date” and each
of the three (3) successive twelve (12)-month periods following the Vesting Period Commencement Date, a “Performance Year”), subject to the Committee’s certification of the rate of the Company’s annual revenue growth
(“ARG”) with respect to each Performance Year as set forth in the table below (which certification shall occur no later than March 15 following the end of a Performance Year (with respect to each Performance Year, the
“Committee Certification Date”)), in each case, provided that Participant does not incur a Termination prior to the applicable Settlement Date (as defined in the RSU Agreement). For the sake of clarity, in the event the
Company’s ARG rate during a Performance Year falls between any two stated values in the table below, linear interpolation shall not apply.

  

			
	 ARG Rate Achievement (with

respect to each Performance Year)
	  	Vesting Percentage
(applicable to the
Performance
Stock
Units eligible to vest in
the applicable
Performance Year)
	 Less than 18%
	  	0%
	 At least 18% and less than than 20%
	  	80%
	 At least 20% and less than than 23%
	  	100%
	 At least 23%
	  	110%
	 At least 26%
	  	As determined by the
Board, but no less than
110%














			
		  	For purposes of the foregoing, “ARG” with respect to each Performance Year shall be determined by the Committee no later than March 15 of such Performance Year.
		
	Issuance Schedule:	  	Subject to any adjustment as provided in Section 10 of the Plan, one share of Stock will be issued for each Performance Stock Unit that vests, with the time of issuance set forth in Section 6 of the RSU
Agreement.

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant
Notice, the RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU 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 RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above 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 online or electronic system established and maintained by the Company or another
third party designated by the Company. 
  

					
	CLEARWATER ANALYTICS HOLDINGS, INC.	 	    	  	PARTICIPANT:
			
	By:	 		  	
	  
	 		  	  

	Signature	 		  	Signature
	Title:	 		  	Date:                                     
                                         
                              
	  
	 		  	
			
	Date:	 		  	
	  
	 		  	

 ATTACHMENTS: RSU Agreement 
  

  
 - 2 - 












 ATTACHMENT I 

CLEARWATER ANALYTICS HOLDINGS, INC. 

2021 OMNIBUS INCENTIVE PLAN 

PERFORMANCE-VESTING RSU AGREEMENT 

Pursuant to the Performance-Vesting Restricted Stock Unit Notice (the “Grant Notice”) and this RSU Agreement
(this “Agreement”), Clearwater Analytics Holdings, Inc. (the “Company”) has granted you an Award of performance-vesting Restricted Stock Units (“Performance Stock Units”)
under its 2021 Omnibus Incentive Plan (the “Plan”), with respect to the number of shares of stock indicated in the Grant Notice. 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 Award of Performance Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows: 

1. GRANT OF THE AWARD. This Award represents the right to be issued
on a future date one (1) share of Stock for each Performance Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice; provided that, at the election of the
Company, this Award may be settled in cash or a combination of cash and shares of Stock. This Award was granted in consideration of your services to the Company. 

2. VESTING. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice.
Vesting will cease upon your Termination. Upon your Termination, the Performance Stock Units that were 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. 
 3. NUMBER OF SHARES. The number of
shares of Stock subject to your Award may be adjusted from time to time for capitalization adjustments and corporate events, as provided in the Plan. Any additional Performance Stock Units, shares, cash or other property that becomes subject to the
Award pursuant to this Section 3, 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 Performance
Stock Units covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to
the nearest whole share. 
 4. SECURITIES LAW COMPLIANCE. You may not be issued
any shares of Stock under your Award unless the shares of Stock underlying the Performance Stock Units are then registered under the Securities Act or, if not registered, the Company has determined that such issuance of the shares would be exempt
from the registration requirements of the Securities Act. The issuance of shares of Stock must also comply with all other applicable laws and regulations governing the Award and the Company’s policies, and you shall not receive such Stock if
the Company determines that such receipt would not be in material compliance with such laws, regulations or Company policies, if applicable. 











 5. TRANSFER RESTRICTIONS. Prior to the time that
shares of Stock have been delivered to you, you may not transfer, pledge, assign or otherwise dispose of this Award or the shares of Stock issuable in respect of your Award other than by will or by the applicable laws of descent and distribution.
For example, you may not use shares of Stock that may be issued in respect of your Performance Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares of Stock in respect of your
vested Performance Stock Units. 
 6. DATE OF ISSUANCE. 

a. The issuance of shares of Stock in respect of the Performance Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner. The Company shall issue to you one (1) share of Stock for each Performance Stock Unit that vests, if any, as soon as
practicable following the applicable Committee Certification Date (as defined in the Grant Notice) (subject to any adjustment under Section 3 above) and in any event within thirty (30) days following the applicable Committee Certification
Date (such date of issuance, the “Settlement Date”), provided that you do not incur a Termination prior to the applicable Settlement Date. 

b. The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the
Committee. 
 7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash
dividend, stock dividend or other distribution that does not result from the adjustment provided in Section 10 of the Plan. 
 8.
RESTRICTIVE LEGENDS. The shares of Stock issued under your Award shall be endorsed with appropriate legends, if applicable, as determined by the Committee. 

9. 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. 
 10. WITHHOLDING OBLIGATIONS. 

a. On or before the time you receive a distribution of the shares of Stock underlying your Award, 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 Award (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 Award 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 Performance Stock Units 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 Award with an aggregate Fair Market Value (measured as of the date shares of Stock are issued to pursuant to
Section 6) 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. Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to
deliver to you any shares of Stock. 
 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. 
 11. 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 Award or your other compensation. 
 12.
NOTICES. Any notices provided for in your Award 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 Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to
participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. 

13. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be
considered a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. 











 14. GOVERNING PLAN DOCUMENT. Your
Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, 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 Award 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. 

15. CLAWBACK/RECOUPMENT POLICY. Your Award (and any
compensation paid or shares of Stock issued under your Award) 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. 
 16. 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. 
 17. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of this Award 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. 

18. VOTING RIGHTS. You will not have voting or any other rights as a
stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award 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 Award, 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. 

19. 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. 

20. 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. 











 21. SECTION 409A
OF THE CODE. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury Regulations
and other published guidance relating thereto) (“Code Section 409A”) so as not to subject you to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this
Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to you. If you
are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of your “separation from service” (as such term is defined for purposes of Code
Section 409A), you will not be entitled to any payment or benefit pursuant to this Award until the earlier of (i) the date which is six (6) months after your separation from service for any reason other than death, or (ii) the
date of your death. The provisions of this Section 21 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to you upon or in
the six (6) month period following your separation from service that are not so paid by reason of this Section 21 shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that
is six (6) months after your separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of your death). 

22. MISCELLANEOUS. 

a. The rights and obligations of the Company under your Award 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 Award. 
 c. You acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 

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 RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.