EX-10.9



 Exhibit 10.9 
 April 26, 2013 
 Tom Walker 
 Tableau Software, Inc. 
 837 North 34th Street, Suite 400 

Seattle, Washington 98103 
 Dear Tom:

 As you know, you are currently employed by Tableau Software, Inc. (the “Company”) as its Chief Financial Officer,
and joined the Company pursuant to the terms of an offer letter from the Company dated September 25, 2004 (the “Original Offer Letter”). The terms and conditions set forth herein shall become effective as of the date above, and shall
supersede and replace the terms and conditions set forth in your Original Offer Letter. 
  

	1.	Position. 

 You shall
remain employed as the Company’s Chief Financial Officer, reporting to the CEO, working out of the Company’s office in Seattle, Washington. You shall devote your best efforts and full business time, skill and attention to the performance
of your duties for the Company. 
  

	2.	Compensation. 

 Your base
salary is $275,000 per year, payable in accordance with the Company’s regular payroll schedule. You are eligible to participate in the Company’s incentive bonus plan for non-sales employees, under which qualified full time employees have a
target bonus of up to 10% of base salary tied to achievement of Company performance goals. 
 You are also eligible to receive a
discretionary bonus of up to $100,000.00 in 2013 if certain sales growth targets are achieved, and where the actual amount of any such bonus will be determined based on the achievement of subjective performance criteria. 

 

	3.	Benefits. 

 You are
eligible to participate in the Company’s benefit plans and programs, subject to the terms and conditions of those plans. You are also eligible for reimbursement of certain personal household expenses, up to a maximum of $25,000.00 per year,
under a separate perquisite policy for executives. 
 You are also eligible for severance benefits under the Change in Control
Severance Agreement recently approved by the Board of Directors. You are not eligible for any severance benefits other than those set forth in such agreement. 
  

	4.	Equity. 

 You have been
granted options to purchase shares of the Company’s Class B common stock (the “Options”), which shall continue to be governed by the terms of the applicable equity plan, grant notice and option agreements. You remain eligible to
receive additional equity grants in the future in the discretion of the Board of Directors and / or the Compensation Committee. 

  
 1. 










	5.	Employee Confidentiality and Inventions Assignment Agreement. 

 You are expected to continue complying with the terms of the Employee Confidentiality and Inventions Assignment Agreement that you executed in connection with the commencement of your employment.

  

	6.	At-Will Employment. 


Employment with the Company is for no specific period of time. Your employment with the Company remains “at will,” meaning that
either you or the Company may terminate your employment at any time, with or without cause or advance notice. This “at will” employment relationship also means that the Company may change your job duties, title, compensation and benefits,
as well as other terms and conditions of employment, with or without cause or advance notice. The “at will” nature of your employment, however, may only be changed in an express written agreement, with all requisite approvals, signed by
you and the CEO of the Company. 
  

	7.	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. 
  

	8.	Entire Agreement. 

 This
letter, together with your equity documentation, the Employee Confidentiality and Inventions Assignment Agreement, your Change in Control Severance Agreement and your Indemnification Agreement, represents the entire agreement between you and the
Company on such subject matters 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, including the
Original Offer Letter. This letter agreement may only be changed in an express written document, with all requisite approvals, signed by you and the CEO of the Company (except with respect to terms that are otherwise reserved herein to the
Company’s or Board of Director’s discretion). 
  

	9.	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. 
 Please sign below to indicate your acceptance of these terms. 

 

	
	Sincerely,
	
	TABLEAU SOFTWARE, INC.
	
	/s/ Christian Chabot
	Christian Chabot
	
	Chief Executive Officer



  
 2. 









 I have read and accept the terms set forth herein: 

 

			
	
	/s/ Thomas E. Walker, Jr.
	Thomas E. Walker, Jr.
		
	Dated:	 	April 26, 2013


  
 3.