EX-10.12



 Exhibit 10.12 
 Tableau Software, Inc. 
 837 North 34th Street, Suit 400 

Seattle, Washington 98103 
 Phone: (206) 633-3400 
 Private HR Fax: (206) 299-4179

 December 16, 2011 
 Keenan Conder 
 Dear Keenan: 

Tableau Software (the “Company”) is pleased to offer you employment on the following terms: 

Position. You will start in a full-time, exempt position as Vice President, General Counsel and Corporate Secretary on or before
January 23, 2012. You will initially report to Tom Walker and work out of the Company’s office in Seattle, WA. 
 By
signing this letter, you confirm to the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties for the Company. 

Compensation and Employee Benefits. You will be paid a starting base salary at the rate of $9,469.79 semi-monthly ($227,275.00
annually), payable in accordance with the Company’s standard payroll schedule. You will also be eligible to participate in the Company’s annual bonus plan, pursuant to the terms of the plan. Your initial target bonus is $22,727.50 and will
be determined based on company performance over the plan period. As a regular employee of the Company you will be eligible to participate in Company-sponsored benefits, including its employee health care plan. Details about these benefits are
provided in the Company’s employee handbook and summary plan descriptions, which will be available to you upon the commencement of your employment. Pre-approved expenses incurred by you in the course of your employment shall be repaid pursuant
to the Company’s expense policy. You will be entitled to 15 days of paid vacation per year, in addition to holidays recognized by the Company. 
 Stock Option. Subject to approval of the Company’s Board of Directors, you will be granted an incentive stock option to purchase shares of the Company’s Common Stock. The number of shares
represented in the option grant will be 145,000. The exercise price per share will be equal to the fair market value per share on your first day of employment or, if later, the date of grant. The option will be subject to the terms and conditions
applicable to options granted under the Company’s equity incentive plan, as described in that plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will
vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement. In addition, your grant will include a double trigger 24 month accelerated vesting clause. 







 Employee Confidentiality and Inventions Assignment Agreement. Like all Company
employees, you will be required, as a condition to your employment with the Company, to sign the Company’s standard Employee Confidentiality and Inventions Assignment Agreement, a copy of which is attached hereto as Exhibit A.

 Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the
Company will be “at will,” meaning that either you or the Company may terminate your employment at any time, with or without cause or notice. Any contrary representations that may have been made to you are superseded by this offer. This is
the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time at the discretion of
the Company, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the President of the Company. 
 Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the
Company. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company. 

Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding
and payroll taxes. 
 Entire Agreement. This letter along with the Company’s equity incentive plan and associated
option documentation and the Company’s Employee Confidentiality and Inventions Assignment Agreement (collectively, the Employment Agreement”) represent the entire agreement between you and the Company and supersedes and replaces any prior
representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter. The Employment Agreement may only be changed in an express written document signed
by you and the President of the Company, other than changes to your compensation or benefits stated in writing and approved by a duly authorized officer of the Company. 
 Choice of Law. This Agreement is to be governed by the laws of the state of Washington without reference to conflicts of laws principles. In case any provision contained in this agreement shall,
for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this agreement, and such provision will be reformed, construed and enforced so as to render it valid
and enforceable consistent with the general intent of the parties insofar as possible. 
 We hope that you find the foregoing
terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter and the enclosed Employee Confidentiality and Inventions Assignment Agreement and
returning them to Joni Kimzey, our read Recruiter. As required by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States. This offer is also
conditioned on the Company’s completion of a satisfactory background check, including satisfactory references. This offer, if not accepted, will expire at the close of business on December 19, 2011. 







 We look forward to having you join us at Tableau Software! If you have any questions. please
call me at (206) 633-3400 x 5259. 
  

			
	Sincerely,
	
	TABLEAU SOFTWARE
	
	 /s/ Thomas E. Walker, Jr.

	Name:	 	Thomas E. Walker, Jr.
	Title:	 	Chief Financial Officer


 I have read and accept this employment offer: 

 

			
	 /s/ Keenan Conder

	Signature of Keenan Conder
		
	Dated:	 	 1-23-2012


 Attachment 
 Exhibit A: 
 Employee Confidentiality and Inventions Assignment Agreement