exv10w9






Exhibit 10.9




SPS COMMERCE, INC.




Non-Statutory Stock Option Agreement 

Under the 2010 Equity Incentive Plan (Director)



     SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the
“Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the
Optionee named below. The terms and conditions of the Option Award are set forth in this
Agreement, consisting of this cover page and the Option Terms and Conditions on the following
pages, and in the Plan document which is attached.



	 	 	 	 	 

	Name of Optionee: **[                                        ]
	 	 	 	 
	 
	 	 	 	 
	No. of Shares Covered: **[          ]

	 	 	 	Date of Grant:                      , 20     
	 
	 	 	 	 
	Exercise Price Per Share: $**[          ]

	 	 	 	Expiration Date:                      , 20     
	 
	 	 	 	 
	Vesting and Exercise Schedule:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Portion of Shares as to Which
	Dates
	 	 	 	Option Becomes Vested and Exercisable






     By signing below, you agree to all of the terms and conditions contained in this Agreement and
in the Plan document, a copy of which is attached. You acknowledge that you have reviewed these
documents and that they set forth the entire agreement between you and the Company regarding your
right to purchase shares of the Company’s common stock pursuant to this Option.



	 	 	 	 	 	 	 	 	 

	OPTIONEE:	 	 	 	SPS COMMERCE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 
	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






 









 






SPS Commerce, Inc.

2010 Equity Incentive Plan

Non-Statutory Stock Option Agreement




Option Terms and Conditions*





	1.	 	Non-Qualified Stock Option. This Option is not intended to be an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code and will be
interpreted accordingly.
	 
	2.	 	Vesting and Exercise Schedule. This Option will vest and become exercisable as to
the number of Shares and on the dates specified in the Vesting and Exercise Schedule on the
cover page to this Agreement, so long as your Service to the Company does not end. The
Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not
already been exercised and has not expired, terminated or been cancelled, you or the person
otherwise entitled to exercise the Option as provided in this Agreement may at any time
purchase all or any portion of the Shares that may then be purchased under that Schedule.
	 
	 	 	Notwithstanding the foregoing, if and to the extent this Option is continued, assumed or
replaced in connection with a Change in Control that constitutes a Corporate Transaction,
then this Option shall immediately become exercisable in full and shall remain exercisable
for one year following the Change in Control.
	 
	 	 	In addition, vesting and exercisability of this Option may be accelerated during the term of
the Option under the circumstances described in Section 12(c) of the Plan, and at the
discretion of the Committee in accordance with Section 3(b)(2) of the Plan.
	 
	3.	 	Expiration. This Option will expire and will no longer be exercisable at 5:00 p.m.
Central Time on the earliest of:






	 	(a)	 	The expiration date specified on the cover page of this Agreement;
	 
	 	(b)	 	Upon your termination of Service for Cause;
	 
	 	(c)	 	Upon the expiration of any applicable period specified in Section 6(e) of the
Plan or Section 2 of this Agreement during which this Option may be exercised after
your termination of Service; or
	 
	 	(d)	 	The date (if any) fixed for termination or surrender of this Option pursuant to
Sections 12(b)(3), (c) or (d) of the Plan.






	4.	 	Service Requirement. Except as otherwise provided in Section 6(e) of the Plan or
Section 2 of this Agreement, this Option may be exercised only while you continue to provide
Service to the Company or any Affiliate, and only if you have continuously provided such
Service since the date this Option was granted.
	 
	5.	 	Exercise of Option. Subject to Section 4, the vested and exercisable portion of this
Option may be exercised at any time during the Option term by delivering a written notice of
exercise to the Company at its principal executive office, and by providing for payment of the
exercise price of the Shares being acquired and any related withholding taxes. The notice of
exercise, in the form attached to this Agreement, shall be provided to the Company’s Chief
Financial Officer. The notice







 




			
	*	 	Unless the context indicates otherwise, terms
that are not defined in this Agreement shall have the meaning set forth in the
Plan as it currently exists or as it is amended in the future.




 









 











	 	 	shall state the number of Shares to be purchased, and shall be
signed by the person exercising the Option. If you are not the person exercising the Option,
the person submitting the notice also must submit appropriate proof of his/her right to
exercise the Option.
	 
	6.	 	Payment of Exercise Price. When you submit your notice of exercise, you must include
payment of the exercise price of the Shares being purchased through one or a combination of
the following methods:






	 	(a)	 	Cash (including personal check, cashier’s check or money order);
	 
	 	(b)	 	To the extent permitted by the Committee, by means of a broker-assisted
cashless exercise in which you irrevocably instruct your broker to deliver proceeds of
a sale of all or a portion of the Shares to be issued pursuant to the exercise to the
Company in payment of the exercise price of such Shares; or
	 
	 	(c)	 	By delivery to the Company of Shares (by actual delivery or attestation of
ownership in a form approved by the Company) already owned by you that are not subject
to any security interest and that have an aggregate Fair Market Value on the date of
exercise equal to the exercise price of the Shares being purchased; or
	 
	 	(d)	 	By authorizing the Company to retain, from the total number of Shares as to
which the Option is being exercised, that number of Shares having a Fair Market Value
on the date of exercise equal to the exercise price for the total number of Shares as
to which the Option is being exercised.






	 	 	However, if the Committee determines, in any given circumstance, that payment of the
exercise price with Shares or by authorizing the Company to retain Shares is undesirable for
any reason, you will not be permitted to pay any portion of the exercise price in that
manner.
	 
	7.	 	Withholding Taxes. You may not exercise this Option in whole or in part unless you
make arrangements acceptable to the Company for payment of any federal, state, local or
foreign withholding taxes that may be due as a result of the exercise of this Option. You
hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts
payable to you any sums required to satisfy such withholding tax obligations, and otherwise
agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan.
If you wish to satisfy some or all of such withholding tax obligations by delivering Shares
you already own or by having the Company retain a portion of the Shares being acquired upon
exercise of the Option, you must make such a request which shall be subject to approval by the
Company. Delivery of Shares upon exercise of this Option is subject to the satisfaction of
applicable withholding tax obligations.
	 
	8.	 	Delivery of Shares. As soon as practicable after the Company receives the notice
and exercise price provided for above, and has determined that all conditions to exercise,
including Sections 7 and 9 of this Agreement, have been satisfied, it shall deliver to the
person exercising the Option, in the name of such person, the Shares being purchased, as
evidenced by issuance of a stock certificate or certificates, electronic delivery of such
Shares to a brokerage account designated by such person, or book-entry registration of such
Shares with the Company’s transfer agent. The Company shall pay any original issue or
transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses
incurred by it in connection therewith. All Shares so issued shall be fully paid and
nonassessable.




 









 












	9.	 	Compliance with Laws. This Option may be exercised only if the issuance of Shares
upon such exercise complies with all applicable legal requirements, including compliance with
the provisions of applicable federal and state securities laws.
	 
	10.	 	Transfer of Option. During your lifetime, only you (or your guardian or legal
representative in the event of legal incapacity) may exercise this Option except in the case
of a transfer described below. You may not assign or transfer this Option except (i) for a
transfer upon your death in accordance with your will, by the laws of descent and distribution
or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the
Plan, (ii) pursuant to a qualified domestic relations order, or (iii) with the prior written
approval of the Company, by gift, in a form accepted by the Company, to a permitted
transferred under General Instruction A(5) to Form S-8 under the Securities Act. The Option
held by any such transferee will continue to be subject to the same terms and conditions that
were applicable to the Option immediately prior to its transfer and may be exercised by such
transferee as and to the extent that the Option has become exercisable and has not terminated
in accordance with the provisions of the Plan and this Agreement.
	 
	11.	 	No Stockholder Rights Before Exercise. Neither you nor any permitted transferee of
this Option will have any of the rights of a stockholder of the Company with respect to any
Shares subject to this Option until a certificate evidencing such Shares has been issued,
electronic delivery of such Shares has been made to your designated brokerage account, or an
appropriate book entry in the Company’s stock register has been made. No adjustments shall be
made for dividends or other rights if the applicable record date occurs before your stock
certificate has been issued, electronic delivery of your Shares has been made to your
designated brokerage account, or an appropriate book entry in the Company’s stock register has
been made, except as otherwise described in the Plan.
	 
	12.	 	Governing Plan Document. This Agreement and Option are subject to all the provisions
of the Plan, and to all interpretations, rules and regulations which may, from time to time,
be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict
between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
	 
	13.	 	Choice of Law. This Agreement will be interpreted and enforced under the laws of the
state of Delaware (without regard to its conflicts or choice of law principles).
	 
	14.	 	Binding Effect. This Agreement will be binding in all respects on your heirs,
representatives, successors and assigns , and on the successors and assigns of the Company.
	 
	15.	 	Other Agreements. You agree that in connection with the exercise of this Option, you
will execute such documents as may be necessary to become a party to any stockholder, voting
or similar agreements as the Company may require.
	 
	16.	 	Restrictive Legends. The Company may place a legend or legends on any certificate
representing Shares issued upon the exercise of this Option summarizing transfer and other
restrictions to which the Shares may be subject under applicable securities laws, other
provisions of this Agreement, or other agreements contemplated by Section 15 of this
Agreement. You agree that in order to ensure compliance with the restrictions referred to in
this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer
agent.




By signing the cover page of this Agreement, you agree to all the terms and conditions described
above and in the Plan document.