2011 Employee Stock Purchase Plan



 Exhibit 10.15 
 SERVICESOURCE INTERNATIONAL, INC. 
 2011 EMPLOYEE STOCK PURCHASE PLAN

 1.        Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions. The Company’s intention is to have the Plan qualify as an “employee stock purchase plan” under
Section 423 of the Code. The provisions of the Plan, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code.

 2.        Definitions. 

(a)        “Administrator” means the Board or any Committee designated by the
Board to administer the Plan pursuant to Section 14. 

(b)        “Applicable Laws” means the requirements relating to the
administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan. 

(c)        “Board” means the Board of Directors of the Company. 

(d)        “Change in Control” means the occurrence of any of the following
events: 
 (i)      A change in the ownership of the Company which occurs on the date that any
one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting
power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of
the Company will not be considered a Change in Control; or 
 (ii)      A change in the effective
control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior
to the date of the appointment or election. For purposes of this clause, if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change
in Control; or 
 (iii)      A change in the ownership of a substantial portion of the
Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total
gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this
subsection, the following 







 
will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders
immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’ s stock, (2) an entity, fifty
percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all
the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this
subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into
a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

(e)        “Code” means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation. 
 (f)        “Committee” means
a committee of the Board appointed in accordance with Section 14 hereof. 

(g)        “Common Stock” means the common stock of the Company. 

(h)        “Company” means ServiceSource International, Inc., a Delaware
corporation. 
 (i)        “Compensation” means an Eligible
Employee’s cash compensation reportable on Form W-2, including without limitation base straight time gross earnings, sales commissions, payments for overtime, shift premiums, incentive compensation, incentive payments and bonuses, plus any
amounts contributed by the Eligible Employee to the Company’s 401(k) Plan from compensation paid to the Eligible Employee by the Company. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different
definition of Compensation for a subsequent Offering Period. 

(j)        “Designated Subsidiary” means any Subsidiary that has been designated
by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. 

(k)        “Director” means a member of the Board. 

(l)        “Eligible Employee” means any individual who is a common law employee
of an Employer and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer. For purposes of the Plan, the employment relationship will be treated as continuing
intact while the individual is on sick leave or other leave of absence that the Employer approves. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the 

  
 -2-









 commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an
Offering Date for all options to be granted on such Offering Date, determine (on a uniform and nondiscriminatory basis) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least
two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser
period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its
discretion), (iv) is an officer or other manager, or (v) is a highly compensated employee under Section 414(q) of the Code. 
 (m)        “Employer” means any one or all of the Company and its Designated Subsidiaries. With respect to a particular Eligible Employee, Employer
means the Company or Designated Subsidiary, as the case may be, that directly employs the Eligible Employee. 

(n)        “Exchange Act” means the Securities Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder. 

(o)        “Exercise Date” means the first Trading Day on or after March 1
and August 31 of each year. The first Exercise Date under the Plan will be August 31, 2011. 

(p)        “Fair Market Value” means, as of any date and unless the
Administrator determines otherwise, the value of Common Stock determined as follows: 

(i)      If the Common Stock is listed on any established stock exchange or a national market system,
including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii)      If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are
not reported, its Fair Market Value will be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

 (iii)      In the absence of an established market for the Common Stock, the Fair Market Value
thereof will be determined in good faith by the Administrator; or 
 (iv)      For purposes of
the Offering Date of the first Offering Period under the Plan, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement on Form S-1 filed with the Securities
and Exchange Commission for the initial public offering of the Common Stock (the “Registration Statement”). 

(q)        “Fiscal Year” means the fiscal year of the Company. 

  
 -3-









 (r)        “New Exercise Date”
means a new Exercise Date set by shortening any Offering Period then in progress. 

(s)        “Offering Date” means the first Trading Day of each Offering Period.

 (t)        “Offering Periods” means the periods of approximately
six (6) months during which an option granted pursuant to the Plan may be exercised, (i) commencing on the first Trading Day on or after August 31 of each year and terminating on the first Trading Day on or following March 1,
approximately six (6) months later, and (ii) commencing on the first Trading Day on or after March 1 of each year and terminating on the first Trading Day on or following August 31, approximately six (6) months later;
provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company’s Registration Statement effective and will end
on August 31, 2011. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20. 

(u)        “Parent” means a “parent corporation,” whether now or
hereafter existing, as defined in Section 424(e) of the Code. 

(v)        “Participant” means an Eligible Employee who participates in the
Plan. 
 (w)        “Plan” means this ServiceSource International, Inc.
2011 Employee Stock Purchase Plan. 
 (x)        “Purchase Price” means
an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent
Offering Periods by the Administrator, in its discretion, subject to compliance with Section 423 of the Code or pursuant to Section 20. 
 (y)        “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the
Code. 
 (z)        “Trading Day” means a day on which the national
stock exchange upon which the Common Stock is listed is open for trading. 

3.        Eligibility. 

(a)        First Offering Period. Any individual who is an Eligible Employee immediately
prior to the first Offering Period will be automatically enrolled in the first Offering Period. 

(b)        Subsequent Offering Periods. Any Eligible Employee on a given Offering Date
subsequent to the first Offering Period will be eligible to participate in the Plan, subject to the requirements of Section 5. 
 (c)        Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such 

  
 -4-









 
Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock
(determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time. 
 4.        Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or
after August 31 and March 1 each year, or on such other date as the Administrator will determine; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the date upon which the
Company’s Registration Statement is declared effective by the Securities and Exchange Commission and end on August 31, 2011. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. 

5.        Participation. 

(a)        First Offering Period. An Eligible Employee will be entitled to continue to
participate in the first Offering Period pursuant to Section 3(a) only if such individual submits a subscription agreement authorizing payroll deductions in a form determined by the Administrator (which may be similar to the form attached
hereto as Exhibit A) to the Company’s designated plan administrator (i) no earlier than the effective date of the Form S-8 registration statement with respect to the issuance of Common Stock under this Plan and
(ii) no later than ten (10) business days following the effective date of such S-8 registration statement or such other period of time as the Administrator may determine (the “Enrollment Window”). An Eligible
Employee’s failure to submit the subscription agreement during the Enrollment Window will result in the automatic termination of such individual’s participation in the first Offering Period. 

(b)        Subsequent Offering Periods. An Eligible Employee may participate in the Plan
pursuant to Section 3(b) by (i) submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Offering Date, a properly completed subscription agreement
authorizing payroll deductions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator. 

6.        Payroll Deductions. 

(a)        At the time a Participant enrolls in the Plan pursuant to Section 5, he or she
will elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period; provided, however, that
should a pay day occur on an Exercise Date, a Participant will have the payroll deductions made on such day applied to his or her account under the 

  
 -5-









 
subsequent Offering Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. 

(b)        Payroll deductions for a Participant will commence on the first pay day following the
Offering Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof; provided, however, that
for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Enrollment Window. 
 (c)        All payroll deductions made for a Participant will be credited to his or her account under the Plan and will be withheld in whole percentages only. A
Participant may not make any additional payments into such account. 
 (d)        A
Participant may discontinue his or her participation in the Plan as provided in Section 10. If permitted by the Administrator, as determined in its sole discretion, for an Offering Period, a Participant may increase or decrease the rate of his
or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a
new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a Participant has not
followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in
Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by Participants during any Offering Period. Any change in payroll deduction rate made pursuant to this
Section 6(d) will be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the Participant (unless the Administrator, in its sole discretion, elects to process a given
change in payroll deduction rate more quickly). 
 (e)        Notwithstanding the
foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c), a Participant’s payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to
Section 423(b)(8) of the Code and Section 3(c) hereof, payroll deductions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the Participant as provided in Section 10. 

(f)        At the time the option is exercised, in whole or in part, or at the time some or all
of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s or Employer’s federal, state, or any other tax liability payable to any authority, national insurance, social security
or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s
compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax


  
 -6-









 
deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. 
 7.        Grant of Option. On the Offering Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an
option to purchase on each Exercise Date with respect to an Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s payroll deductions accumulated prior to such
Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more than 1,000
shares of the Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the grant of such
option with respect to the first Offering Period by submitting a properly completed subscription agreement in accordance with the requirements of Section 5(a) on or before the last day of the Enrollment Window, and (ii) with respect to any
future Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5(b). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of Common Stock that an Eligible Employee may purchase during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will
expire on the last day of the Offering Period. 
 8.        Exercise of Option.

 (a)        Unless a Participant withdraws from the Plan as provided in
Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares of Common Stock will be purchased; any payroll deductions accumulated in a Participant’s account, which are not sufficient to purchase a full
share will be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the
Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her. 

(b)        If the Administrator determines that, on a given Exercise Date, the number of shares
of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Offering Date of the applicable Offering Period, or (ii) the number of
shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such
Offering Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date,
and continue all Offering Periods then in effect or terminate all Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Offering Date of any applicable Offering Period
pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Offering Date. 

  
 -7-









 9.        Delivery. As soon as reasonably
practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator
(in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may
utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying
dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the
Participant as provided in this Section 9. 
 10.        Withdrawal.

 (a)        A Participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s payroll office (or its designee) a written notice of withdrawal in the form prescribed
by the Administrator for such purpose (which may be similar to the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure prescribed by the Administrator. All of the Participant’s
payroll deductions credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls
in the Plan in accordance with the provisions of Section 5. 
 (b)        A
Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods, which commence after the
termination of the Offering Period from which the Participant withdraws. 

11.        Termination of Employment. Upon a Participant’s ceasing to be an Eligible
Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under
the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be automatically terminated. 

12.        Interest. No interest will accrue on the payroll deductions of a Participant in
the Plan. 
 13.        Stock. 

(a)        Subject to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof, the maximum number of shares of Common Stock which will be made available for sale under the Plan will be 900,000 shares, plus an annual increase to be added on 

  
 -8-









 
the first day of each Fiscal Year beginning with the 2012 Fiscal Year, equal to the least of (i) 1,500,000 shares of Common Stock, (ii) one percent (1%) of the outstanding shares
of Common Stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the Administrator. 
 (b)        Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a
Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares. 

(c)        Shares of Common Stock to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and his or her spouse. 

14.        Administration. The Plan will be administered by the Board or a Committee
appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and
to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the
contrary in this Plan, the Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States.
Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of payroll deductions, making of
contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax,
determination of beneficiary designation requirements, withholding procedures and handling of stock certificates which vary with local requirements. 
 15.        Designation of Beneficiary. 
 (a)        A Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s account
under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may file a designation of a
beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse,
spousal consent will be required for such designation to be effective. 

(b)        Such designation of beneficiary may be changed by the Participant at any time by
notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver
such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the Participant, or if 

  
 -9-









 
no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
 (c)        All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. 

16.        Transferability. Neither payroll deductions credited to a Participant’s
account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof. 
 17.        Use of Funds. The
Company may use all payroll deductions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions. Until shares of Common Stock are issued, Participants will only have
the rights of an unsecured creditor with respect to such shares. 

18.        Reports. Individual accounts will be maintained for each Participant in the
Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining
cash balance, if any. 
 19.        Adjustments, Dissolution, Liquidation, Merger or
Change in Control. 
 (a)        Adjustments. In the event that any dividend
or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7 and 13. 
 (b)        Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be
shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the
Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been
changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.


  
 -10-









 (c)        Merger or Change in Control. In
the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation
refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date and will end on the New Exercise Date. The New Exercise Date will occur before the date of
the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and
that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. 

20.        Amendment or Termination. 

(a)        The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan,
or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common
Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment
pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts which have not been used to purchase shares of Common Stock will be returned to the Participants
(without interest thereon, except as otherwise required under local laws) as soon as administratively practicable. 

(b)        Without stockholder consent and without limiting Section 20(a), the Administrator
will be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit
payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other
limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan. 

(c)        In the event the Administrator determines that the ongoing operation of the Plan may
result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not
limited to: 
 (i)      amending the Plan to conform with the safe harbor definition under
Financial Accounting Standards Board Accounting Standards Codification Topic 718, including with respect to an Offering Period underway at the time; 
 (ii)      altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; 

  
 -11-









 (iii)      shortening any Offering Period by setting a New
Exercise Date, including an Offering Period underway at the time of the Administrator action; 

(iv)      reducing the maximum percentage of Compensation a Participant may elect to set aside as payroll
deductions; and 
 (v)      reducing the maximum number of Shares a Participant may purchase
during any Offering Period. 
 Such modifications or amendments will not require stockholder approval or the consent of any Plan
Participants. 
 21.        Notices. All notices or other communications by a
Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof. 
 22.        Conditions Upon Issuance of Shares. Shares of Common Stock
will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for
the Company with respect to such compliance. 
 As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the aforementioned applicable provisions of law. 

23.        Term of Plan. The Plan will become effective upon the earlier to occur of its
adoption by the Board or its approval by the stockholders of the Company. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 20. 

24.        Stockholder Approval. The Plan will be subject to approval by the stockholders
of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

  
 -12-









 EXHIBIT A 

SERVICESOURCE INTERNATIONAL, INC. 
 2011 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT

  

			
	        Original Application	  	Offering Date:                          
                      
	        Change in Payroll Deduction Rate	  	
	        Change of Beneficiary(ies)	  	


1.                      
                   hereby elects to participate in the ServiceSource International, Inc. 2011 Employee Stock Purchase Plan (the “Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan. 

2.        I hereby authorize payroll deductions from each paycheck in the amount of
        % of my Compensation on each payday (from 0 to 10%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.) For the first Offering
Period under the Plan, this will only apply to remaining paydays during the first Offering Period. 

3.        I understand that said payroll deductions will be accumulated for the purchase of
shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and
purchase Common Stock under the Plan. 
 4.        I have received a copy of the
complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. 
 5.        Shares of Common Stock purchased for me under the Plan should be issued in the name(s) of
                     (Eligible Employee or Eligible Employee and Spouse only). 

6.        I understand that if I dispose of any shares received by me pursuant to the Plan within
two (2) years after the Offering Date (the first day of the Offering Period during which I purchased such shares) or one (1) year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income
at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price that I paid for the shares. I hereby agree to notify the Company in writing within
thirty (30) days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but
will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two (2)-year and one (1)-year holding periods, I understand that I will be treated for federal








 
income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of
(a) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (b) 15% of the fair market value of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 

7.        I hereby agree to be bound by the terms of the Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the Plan. 

8.        In the event of my death, I hereby designate the following as my beneficiary(ies) to
receive all payments and shares due me under the Plan: 
  

			
	NAME: (please print)	  	  

		  	            First                 
       
Middle                        Last


			
		
	  
	    	  

	Relationship	    	
		
	  
	    	  

	Percentage Benefit	    	
		
		    	  

		    	Address


			
		
	NAME: (please print)	  	  

		  	            First                 
       Middle                        
Last


			
		
	  
	    	  

	Relationship	    	
		
	  
	    	  

	Percentage Benefit	    	
		
		    	  

		    	Address

  

  
 -2-










			
		
	 Employee’s Social

Security Number:
	 	  

		
	 Employee’s Address:
	 	  

		
		 	  

		
		 	  



I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

  

									
	Dated:	 	  
	 		 		 	  

		 		 		 		 	Signature of Employee
					
	Dated:	 	  
	 		 		 	  

		 		 		 		 	Spouse’s Signature (If beneficiary other than spouse)








 EXHIBIT B 

SERVICESOURCE INTERNATIONAL, INC. 
 2011 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 

The undersigned Participant in the Offering Period of the ServiceSource International, Inc. 2011 Employee Stock Purchase Plan that began
on                     ,              (the “Offering
Date”) hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account
with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for
the purchase of shares in the current Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 

 

			
	
	Name and Address of Participant:
	
	  

	
	  

	
	  



	
	Signature:
	
	  

		
	Date: