exv10w14





Exhibit 10.14


Qlik






150 Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

(888) 828-9768

June 1, 2010






Anthony Deighton

275 Groves St., Suite 2-400

Auburndale, Massachusetts 02466-2273


     Re: Offer of Employment


Dear Anthony:


     You and QlikTech Inc. (the “Company”) previously entered into an Offer Letter dated
January 6, 2005 (the “Original Offer Letter”). The Company is pleased to offer you the
following terms in this amended and restated offer letter This Offer Letter will supersede and
replace in its entirety the Original Offer Letter. You will continue to serve as the Senior Vice
President, Products, reporting directly to the Company’s CEO.


     The following is a summary of the compensation package that we are pleased to offer:



	 	 	 	 	 

	 

	 	Base Salary:
	 	$220,000 per year (your “Base
Salary”), payable in bi monthly
installments, less applicable
deductions as required by law for
the payment of wages and such other
deductions as may be authorized by
you.
	 
	 	 	 	 
	 

	 	Bonus:
	 	Eligible to receive, at the
discretion of the Company’s Board of
Directors, certain bonus
considerations in an amount equal to
up to $135,000, subject to the
achievement of specified goals and
targets to be mutually agreed upon
by you and the Company’s CEO.
	 
	 	 	 	 
	 

	 	Stock Options:
	 	In connection with your commencement
of services with the Company,
pursuant to the provisions of the
Company’s 2004 Omnibus Stock Option
and Award Plan (the “Plan”) and your
Non-Qualified Stock Option Award
Agreement, copies of which are
enclosed, you received an option to
purchase up to 722,400 shares of the
Company’s common stock. In
addition, the Company previously
granted you other options to
purchase shares of the Company’s
common stock on the terms set forth
in the applicable Option Award
Agreements.






 









 






Qlik




	 	 	 	 	 

	 

	 	Severance Benefits
	 	If, and only if, Qlik Technologies
Inc. completes an initial public
offering of its equity securities
pursuant to an effective
registration statement filed under
the Securities Act of 1933, as
amended, on or before January 1,
2011 (a “Qualifying IPO”) and a
Separation occurs following such
Qualifying IPO (a “Post-IPO
Separation”), then you shall be
entitled to the following benefits:
	 
	 	 	 	 
	 

	 	 	 	If the Company terminates your
employment hereunder without Cause
(as defined in the Company’s 2010
Omnibus Equity Incentive Plan) and a
Separation (as defined below)
occurs, you will be entitled to the
benefits in this Section contingent
upon your execution of an agreement
releasing any and all claims you may
have against the Company, and their
affiliates arising out of: (a) your
employment or termination from
employment, for whatever reason, (b)
this Offer Letter, or (c) any other
agreement between the Company and
its affiliates and you, in a form
satisfactory to the Company in its
sole discretion. You must execute
and return the release on or before
the 45th day after your
Separation (the “Release Deadline”).
If you fail to return the release
on or before the Release Deadline,
or if you revoke the release, then
you will not be entitled to the
benefits described in this Section.
“Separation” means a “separation
from service,” as defined in the
regulations under Section 409A of
the Internal Revenue Code of 1986,
as amended (the “Code”). If the
conditions of this Section are met,
you will be entitled to the
following:
	 
	 	 	 	 
	 

	 	 	 	     (a) The Company will continue to pay
you your then current Base Salary
for six (6) months following the
date of such Separation (the
“Severance Period”) in accordance
with the Company’s standard payroll
procedures. The salary continuation
payments will commence on the
10th business day
following the Release Deadline and,
once they commence, will be
retroactive to the date of the
Separation. If your breach any
obligations under your Proprietary
Information, Assignment of
Inventions and Non-competition, the
Company may immediately cease all
severance payments under this
Section. For purposes of
Section 409A of the Code, each
salary continuation payment under
this






 









 






Qlik




	 	 	 	 	 

	 

	 	 	 	Section is hereby designated as
a separate payment. If the Company
determines that you are a “specified
employee” under
Section 409A(a)(2)(B)(i) of the Code
at the time of your Separation, then
(i) the salary continuation payments
under this Section (a), to the
extent that they are subject to
Section 409A of the Code, will
commence during the seventh month
after the your Separation, and
(ii) the installments that otherwise
would have been paid during the
first six months after your
Separation will be paid in a lump
sum when the salary continuation
payments commence.
	 
	 	 	 	 
	 

	 	 	 	     (b) The Company will pay you any pro
rated bonus amount based on the
number of days you were employed
during the year in which the
Separation occurs. Notwithstanding
the foregoing, the bonus payment, if
any, will only be paid to the extent
that applicable individual and
Company performance goals are deemed
to have been met for the applicable
bonus period. The bonus payment
will be paid, if at all, on the date
when Company bonuses are paid to
other employees of the Company, but
in no event later than March 15th
following the year of the
Separation.
	 
	 	 	 	 
	 

	 	 	 	     (c) If you elect to continue health
insurance coverage under the
Consolidated Omnibus Budget
Reconciliation Act (“COBRA”)
following your Separation, then the
Company will pay the same portion of
your monthly premium under COBRA as
it pays for active employees until
the earliest of (i) the close of the
six (6)-month period following your
Separation, (ii) the expiration of
your continuation coverage under
COBRA or (iii) the date when you
becomes eligible for substantially
equivalent health insurance coverage
in connection with new employment or
self-employment.
	 
	 	 	 	 
	 

	 	 	 	     (d) In addition, in the event you
are terminated by the Company
without Cause (as defined in the
Company’s 2010 Omnibus Equity
Incentive Plan) and a Separation
occurs within 12 months following a
Change in Control (as defined in the
Company’s 2010 Omnibus Equity
Incentive Plan), and you comply with
the release requirements set forth
above, then all of your outstanding
equity awards (whether granted






 









 






Qlik




	 	 	 	 	 

	 

	 	 	 	under
the Company’s 2010 Omnibus Equity
Incentive Plan or otherwise) will
immediately vest and become
exercisable in full on the date of
Separation, provided that any awards
subject to performance-based vesting
will remain subject to the agreement
evidencing such performance-based
awards.
	 
	 	 	 	 
	 

	 	 	 	For the avoidance of doubt, if a
Qualifying IPO does not occur, you
shall not be entitled to the
payments and benefits in this
Section.
	 
	 	 	 	 
	 

	 	Internal Revenue Code Section 409A:
	 	To the fullest extent applicable,
amounts and other benefits payable
under this Offer Letter are intended
to be exempt from the definition of
“nonqualified deferred compensation”
under Section 409A of the Code in
accordance with one or more of the
exemptions available under the final
Treasury regulations promulgated
under Section 409A of the Code and,
to the extent that any such amount
or benefit is, or becomes subject
to, Section 409A of the Code due to
a failure to qualify for an
exemption from the definition of
nonqualified deferred compensation
in accordance with Section 409A of
the Code, this Agreement is intended
to comply with the applicable
requirements of Section 409A of the
Code with respect to such amounts or
benefits. To the extent possible,
this Agreement shall be interpreted
and administered in a manner
consistent with the foregoing
statement of intent. In no event
whatsoever shall the Company be
liable for any taxes, penalties or
interest that may be imposed on you
under Section 409A of the Code or
under any other similar provision of
state tax law (including without
limitation in connection with any
payment or benefits described in the
Severance Benefits section above, or
any damages for failing to comply
with Section 409A of the Code, any
other similar provision of state tax
law, or the provisions of this
Section.
	 
	 	 	 	 
	 

	 	401(k) Plan:
	 	Eligible to participate in the
Company’s 401(k) plan, subject to
the terms of the plan documents.






 









 






Qlik




	 	 	 	 	 

	 

	 	Other Benefits:
	 	Eligible to participate in employee
benefit plans made available to all
Company employees, including
medical, dental and disability
insurance plans, subject to the
terms of the applicable plan
documents.






     The above outline of general employment terms are applicable only during your employment with
the Company and may be modified at any time by mutual agreement of the Company and you or by the
Company upon advance notice. Your ability to qualify for and participate in the Company’s benefit
programs is also subject to the applicable terms of those plans as they may be established,
modified, replaced or amended from time to time.



     In addition, you acknowledge and agree that before coming to work for the Company you
terminated your employment with all prior employers and that you are not in breach of any
confidentiality agreement, covenant not to compete or any other contract with any former employer
by joining or working for the Company. You further agree that you will not bring with you or use
in the performance of your responsibilities for the Company any materials or documents containing
confidential, proprietary, trade secret or similar information of a former employer, unless such
material or information is generally available to the public or you have obtained written
authorization from the former employer or other owner of the material or information. Furthermore,
we understand that you will be accessible to QlikTech offices worldwide on an as needed basis.



     Like all Company employees, you were required, as a condition to and in consideration of your
employment with the Company, to sign the Company’s standard Proprietary Information, Inventions and
Non-Compete Agreement, a copy of which is enclosed.



     Lastly, nothing in this offer letter shall In any way create an express or implied employment
contract with you for a specific term. Rather, your employment with the Company will be on an “at
will” basis, meaning that either you or the Company may terminate your employment at any time for
any reason, without further obligation or liability.


This Offer Letter represents the entire agreement between the parties and supersedes all prior
agreements and understandings, oral or written, between the Parties with respect to the subject
matter hereof, except that the Option Agreements continue to control the previously granted stock
options except to the extent this Offer Letter expressly amends the terms thereof.




     If this offer is agreeable to you, please: (1) sign and date below and (2) forward all signed
and completed documents to Bill Sorenson at the corporate office in Radnor, PA within five (5) days
of the receipt of this letter.



 









 




Qlik


     Failure to timely complete and return all of these documents could result in the potential
withdrawal of this conditional offer of continued employment to you. A copy of this offer letter
is included for your files.


     If you have any questions concerning this offer letter, please let me know. We look forward
to working with you in your new position.


	 	 	 	 	 
	 	 	Sincerely,

 	 
	 	 	/s/ Lars H. Björk
 	 
	 	 	Lars H. Björk, CEO 	 
	 	 	 
	 
	ACCEPTED AS OF THE DATE SET FORTH BELOW:

 	 	 
	/s/ Anthony Deighton
 	 	 	 	 
	 
	 
	



	Date: June 1, 2010	 	 
	



	Anthony Deighton