exhibit1030rankinemploym






  Execution Version  1     AMENDMENT TO  EXECUTIVE EMPLOYMENT AGREEMENT    THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this  “Amendment”), dated as of February 20, 2020, is entered into by and between Sprout Social, Inc.  (the “Company”), and Aaron Rankin (“Executive”) (together, the “Parties”).  Capitalized terms used  but not otherwise defined herein shall have the respective meanings ascribed to them in the Original  Agreement (as defined below).    RECITALS   WHEREAS, the Company and Executive are parties to that certain Executive Employment  Agreement, dated as of January 1, 2016 (the “Original Agreement”);   WHEREAS, in connection with the proposed public offering of the Company’s Class A  common stock (the “IPO”), the Company and Executive mutually desire to amend the Original  Agreement as set forth herein, effective as of the date hereof (the “Effective Date”).  NOW, THEREFORE, in consideration of Executive’s continued service with the Company,  and for other good and valuable consideration, the receipt and adequacy of which are hereby  acknowledged, the Company and Executive hereby agree as follows:  AMENDMENT  1. Section 2.1 of the Original Agreement is hereby amended and restated in its entirety as  follows, effective as of the Effective Date:  “Base Salary. During the Employment Term, the Company shall pay Executive a  salary of $300,000 per annum, less applicable taxes and withholdings (“Base  Salary”), payable in accordance with the normal payroll practices and schedule of the  Company.”    2. Section 2.4 of the Original Agreement is hereby deleted and replaced in its entirety as  follows, effective as of January 1, 2020:  “Bonus. During the Employment Term, Executive will be eligible to receive a cash  performance-based bonus (the “Bonus”), which shall be targeted at thirty percent  (30)% of Executive’s Base Salary. The Bonus shall be based on the achievement of  Company and/or individual performance objectives, in each case, that are established  by the Board (or an authorized committee thereof) in its sole discretion for such  applicable performance period. Notwithstanding anything to the contrary herein,  Executive’s Bonus, if any, may be below (including zero), at, or above, the target  amount based upon the achievement of the performance goals, as determined by the  Board in its sole discretion. Any Bonus earned will be paid on or before March 15th of  the year following the year with respect to which the Bonus is earned.”    3. The first clause of the second sentence of Section 3.1(e) of the Original Agreement is hereby  deleted and replaced in its entirety as follows:   “Good Reason” shall mean the occurrence, without Executive’s voluntary written  consent, of any of the following circumstances: (i) a material breach by the Company of any  material provision of this Agreement, including, but not limited to, failure to pay the Base  Salary; (ii) the Company’s relocation, without Executive’s consent, of the Company office to  which Executive primarily reports (the “Office”) to a location that increases the distance from  DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






2    Executive’s principal residence to the Office by more than fifty (50) miles; (iii) a material  diminution in Executive’s authority, duties or responsibilities, provided that any changes in  Executive’s title or to Executive’s reporting relationship shall not constitute Good Reason  hereunder; or (iv) any material reduction in the Base Salary (other than in connection with  across-the-board base salary reductions for all or substantially all similarly situated employees  of the Company)”.  4. Section 3.2(a) of the Original Agreement is hereby deleted and replaced in its entirety as  follows:  (a) Severance Payments upon a Termination without Cause or Resignation with  Good Reason.    (i) If Executive’s employment is terminated pursuant to Sections 3.1(a) or  3.1(e) above or pursuant to the Company’s election not to renew this Agreement pursuant to  Section 1.2  (and not pursuant to Sections 3.1(b), 3.1(c), 3.1(d) or Executive’s election not to  renew this Agreement pursuant to Section 1.2) (a “Qualifying Termination”) outside of the  period commencing on the date of a Change in Control (as defined in the Company’s 2019  Incentive Award Plan) and ending on the first anniversary of such Change in Control (the  “Change in Control Protection Period”), then Executive shall have no further rights against  the Company hereunder, except for the right to receive, in addition to (x) any unpaid Base  Salary with respect to the period prior to the effective date of termination, (y) reimbursement  of expenses to which Executive is entitled and (z) any other benefits to which Executive is  legally entitled (collectively, “Accrued Amounts”), the following:  (1) an amount in cash equal to six (6) months of Executive’s then- existing Base Salary (or, in the case of termination by Executive with Good Reason  due to a reduction in Base Salary, Executive’s Base Salary prior to such reduction),  payable, less applicable withholdings and deductions, in the form of salary  continuation in regular installments over the six (6)-month period following the date  of Executive’s Qualifying Termination in accordance with the Company’s normal  payroll practices. Notwithstanding the foregoing, in the event such Qualifying  Termination of Executive’s employment is by the Company without Cause or  pursuant to the Company’s election not to renew this Agreement, the Executive shall  instead have the right to receive an amount in cash equal to twelve (12) months of  Executive’s then-existing Base Salary, payable, less applicable withholdings and  deductions, in the form of salary continuation in regular installments over the twelve  (12)-month period following the date of such Qualifying Termination in accordance  with the Company’s normal payroll practices; and  (2)  during the period commencing on the date of Executive’s Qualifying  Termination and ending on the six (6)-month anniversary thereof or, if earlier, the  date on which Executive becomes eligible for coverage under any group health plan  of a subsequent employer or otherwise (in any case, the “COBRA Period”), subject  to Executive’s valid election to continue healthcare coverage under Section 4980B of  the Code and the regulations thereunder, the Company shall, in its sole discretion,  either continue to provide coverage to Executive and Executive’s dependents, or  reimburse Executive for coverage for Executive and Executive’s dependents, under  its group health plan (if any), at the same levels and costs in effect on the date of  Executive’s termination (excluding, for purposes of calculating cost, an employee’s  ability to pay premiums with pre-tax dollars); provided, however, that if (1) any plan  pursuant to which such benefits are provided is not, or ceases prior to the expiration  of the continuation coverage period to be, exempt from the application of Section  409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is  otherwise unable to continue to cover Executive or Executive’s dependents under its  DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






3    group health plans or (3) the Company cannot provide the benefit without violating  applicable law (including, without limitation, Section 2716 of the Public Health  Service Act), then, in any such case, an amount equal to each remaining Company  subsidy shall thereafter be paid to Executive in substantially equal monthly  installments over the COBRA Period (or remaining portion thereof) on the  Company’s first regular payroll date of each calendar month, less applicable  withholdings and deductions. For the avoidance of doubt, the COBRA continuation  period under Section 4980B of the Code shall run concurrently with the period of  continued group health plan coverage pursuant to this Section 3.2(a)(2). The  continued benefits, reimbursement or cash payments provided for in this Section  3.2(a)(2) are referred to herein as the “Continued Benefits”).  (ii) In the event of Executive’s Qualifying Termination during the Change in  Control Protection Period, then Executive shall have no further rights against the Company  hereunder, except for the right to receive, in addition to the Accrued Amounts, the following:  (1) an amount in cash equal to the sum of (A) twelve (12) months of  Executive’s then-existing Base Salary (or, in the case of termination by Executive  with Good Reason due to a material reduction in Base Salary, Executive’s Base  Salary prior to such reduction) and (B) Executive’s target Bonus for the calendar year  in which the date of Executive’s Qualifying Termination occurs, payable less  applicable withholdings and deductions, in the form of salary continuation in regular  installments over the twelve (12)-month period following the date of Executive’s  Qualifying Termination in accordance with the Company’s normal payroll practices;  (2) during the period commencing on the date of Executive’s Qualifying  Termination and ending on the twelve (12)-month anniversary thereof or, if earlier,  the date on which Executive becomes eligible for coverage under any group health  plan of a subsequent employer or otherwise (which period shall be the COBRA  Period for purposes of this paragraph), subject to Executive’s valid election to  continue healthcare coverage under Section 4980B of the Code and the regulations  thereunder, the Company shall provide the Continued Benefits; and  (3) any unvested stock options, restricted stock units, performance stock  units and such other equity-based awards granted pursuant to the Company’s 2016  Stock Plan, 2019 Incentive Award Plan or any other equity plan or arrangement  maintained by the Company that is outstanding immediately prior to the date of  Executive’s Qualifying Termination shall automatically become fully vested and  exercisable (as applicable) as of such date; provided that any such equity awards  subject to performance-based vesting shall vest assuming a target level of  achievement for each applicable performance objective.  (iii) Any amounts payable pursuant to Section 3.2(a)(i) or Section 3.2(a)(ii), as  applicable (collectively, the “Severance Benefits”), shall be in lieu of notice or any other  severance benefits to which you might otherwise be entitled from the Company or any of its  subsidiaries.  Notwithstanding anything to the contrary herein, the Company's provision of the  Severance Benefits shall be contingent upon Executive’s timely execution and non-revocation  of a general  waiver and release of claims agreement in the Company’s customary form (a  “Release Agreement”), subject to the terms set forth herein. Executive will have twenty-one  (21) days (or in the event that Executive’s termination of employment is “in connection with  an exit incentive or other employment termination program” (as such phrase is defined in the  Age Discrimination in Employment Act of 1967, as amended), forty-five (45) days) following  Executive’s receipt of the Release Agreement to consider whether or not to accept it. If the  Release Agreement is signed and delivered by Executive to the Company, Executive will  have seven (7) days from the date of delivery to revoke Executive’s acceptance of such  DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






4    agreement (the “Revocation Period”).  To the extent that any payments of nonqualified  deferred compensation (within the meaning of Section 409A) due under this Agreement as a  result of the Executive’s termination of employment are delayed pursuant to this Section  3.2(a)(iii), such amounts shall be paid in a lump sum on the first payroll date to occur on or  following the 60th day following the date of the Executive’s Qualifying Termination.   (iv)  If Executive does not timely execute the Release Agreement or such Release  Agreement is revoked by Executive during the Revocation Period, (i) the Company shall  immediately cease paying or providing the Continued Benefits and Executive shall reimburse  the Company for the value of any Continued Benefits already paid or provided, and (ii) any  equity awards that vested pursuant to Section 3.2(a)(ii)(3) and any shares of Company stock  Executive received with respect thereto shall immediately be forfeited, without payment  therefor, and Executive shall be required to pay to the Company, immediately upon demand  therefor, the amount of any proceeds realized by Executive from the sale of any such shares.  Executive acknowledges and agrees that if Executive at any time breaches any of Executive’s  obligations pursuant to Articles IV, V or VI of this Agreement, then Executive shall forfeit  any further rights to any portion of the Severance Benefits payable thereafter.  (v) The provisions of this Section 3.2 shall supersede in their entirety any  severance payment provisions in any severance plan, policy, program or other arrangement  maintained by the Company. The Company shall have no further obligation to Executive in  the event of termination of Executive’s employment for any reason at any time, other than  those obligations specifically set forth in Section 3.2.  5. Section 9.7(b) of the Original Agreement is hereby deleted and replaced in its entirety as  follows:   “(b)  Distributions on Account of Separation from Service. Notwithstanding anything   in this Agreement to the contrary, any compensation or benefits payable under this   Agreement that is considered nonqualified deferred compensation under Section   409A and is designated under this Agreement as payable upon Executive’s   termination of employment shall be payable only upon Executive’s “separation from   service” with the Company within the meaning of Section 409A (a “Separation from   Service”).”  6. The following is hereby added to the Original Agreement as a new Section 9.7(e) and (f):  “(e) Specified Employee.  Notwithstanding anything in this Agreement to the  contrary, if Executive is deemed by the Company at the time of Executive’s  Separation from Service to be a “specified employee” for purposes of Section 409A,  to the extent delayed commencement of any portion of the benefits to which  Executive is entitled under this Agreement is required in order to avoid a prohibited  distribution under Section 409A, such portion of Executive’s benefits shall not be  provided to Executive prior to the earlier of (A) the expiration of the six (6)-month  period measured from the date of Executive’s Separation from Service with the  Company or (B) the date of Executive’s death.  Upon the first business day following  the expiration of the applicable Section 409A period, all payments deferred pursuant  to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s  estate or beneficiaries), and any remaining payments due to Executive under this  Agreement shall be paid as otherwise provided herein. The determination of whether  Executive is a “specified employee” as of the time of the Executive’s Separation from  Service shall be made by the Company in accordance with the terms of Section 409A  (including, without limitation, Section 1.409A-1(i) of the Department of Treasury  Regulations and any successor provision thereto).    DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






5    (f) Reimbursements. To the extent that any reimbursements or corresponding in-kind  benefits provided to Executive under this Agreement are deemed to constitute  “deferred compensation” under Section 409A, such reimbursements or benefits shall  be provided reasonably promptly, but in no event later than December 31 of the year  following the year in which the expense was incurred, and in any event in accordance  with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The  amount of any such payments or expense reimbursements in one calendar year shall  not affect the expenses or in-kind benefits eligible for payment or reimbursement in  any other calendar year, other than an arrangement providing for the reimbursement  of medical expenses referred to in Section 105(b) of the Code, and Executive’s right  to such payments or reimbursement of any such expenses shall not be subject to  liquidation or exchange for any other benefit.”    7. The following is hereby added to the Original Agreement as a new Section 9.8:    “Whistleblower Protections and Trade Secrets.  Notwithstanding anything to the   contrary contained herein, nothing in this Agreement prohibits Executive from   reporting possible violations of federal law or regulation to any United States   governmental agency or entity in accordance with the provisions of and rules   promulgated under Section 21F of the Securities Exchange Act of 1934 or Section   806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection   provisions of state or federal law or regulation (including the right to receive an   award for information provided to any such government agencies).  Furthermore, in   accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this   Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be   held criminally or civilly liable under any federal or state trade secret law (A) for the   disclosure of a trade secret that is made in confidence to a federal, state, or local   government official or to an attorney solely for the purpose of reporting or   investigating a suspected violation of law, or (B) for the disclosure of a trade secret   that is made in a complaint or other document filed in a lawsuit or other proceeding,   if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by   the Company for reporting a suspected violation of law, Executive may disclose the   trade secret to Executive’s attorney, and may use the trade secret information in the   court proceeding, if Executive files any document containing the trade secret under   seal, and does not disclose the trade secret, except pursuant to court order.”  8. The following is hereby added to the Original Agreement as a new Section 9.9:  “Section 280G.  Notwithstanding any other provision of this Agreement or any other  plan, arrangement, or agreement to the contrary, if any of the payments or benefits  provided or to be provided by the Company or its affiliates to Executive or for  Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered  Payments”) constitute parachute payments within the meaning of Section 280G of  the Code (such payments, the “Parachute Payments”) and would, but for  this Section 9.9, be subject to the excise tax imposed under Section 4999 of the Code  (or any successor provision thereto) or any similar tax imposed by state or local law  or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”),  or not be deductible under Section 280G of the Code, then such Covered Payments  shall be reduced to the minimum extent necessary to ensure that no portion of the  Covered Payments is subject to the Excise Tax, but only if (i) the net amount of such  Covered Payments, as so reduced (and after subtracting the net amount of federal,  state and local income and employment taxes on such reduced Covered Payments and  after taking into account the phase out of itemized deductions and personal  exemptions attributable to such reduced Covered Payments Payments), is greater than  or equal to (ii) the net amount of such Covered Payments without such reduction (but  DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






6    after subtracting the net amount of federal, state and local income and employment  taxes on such Covered Payments and the amount of the Excise Tax to which  Executive would be subject in respect of such unreduced Covered Payments and after  taking into account the phase out of itemized deductions and personal exemptions  attributable to such unreduced Covered Payments). The Covered Payments shall be  reduced in a manner that maximizes Executive’s economic position.  In applying this  principle, the reduction shall be made in a manner consistent with the requirements of  Section 409A, to the extent applicable, and where two or more economically  equivalent amounts are subject to reduction but payable at different times, such  amounts payable at the later time shall be reduced first but not below zero.”   9. The following is hereby added to the Original Agreement as a new Section 9.10:  “Compensation Recovery Policy.  Executive acknowledges and agrees that, to the  extent the Company adopts any claw-back or similar policy pursuant to the Dodd- Frank Wall Street Reform and Consumer Protection Act or otherwise, and any rules  and regulations promulgated thereunder, he or she shall take all action necessary or  appropriate to comply with such policy (including, without limitation, entering into  any further agreements, amendments or policies necessary or appropriate to  implement and/or enforce such policy with respect to past, present and future  compensation, as appropriate).”  10. Effect on Original Agreement.  This Amendment shall be and, as of the date hereof, is  hereby incorporated into and forms a part of, the Original Agreement.  Except as otherwise provided  herein, the terms of the Original Agreement will remain in force and effect.  11. Miscellaneous.  This Amendment may be executed in one or more counterparts, each of  which shall be deemed an original, but all of which together shall constitute one and the same  agreement.  This Amendment shall be governed by and construed in accordance with the laws of the  State of Delaware without regard to the conflicts of laws principles thereof.  The headings of the  sections in this Amendment are inserted solely for the convenience of the parties and are not a part of  and are not intended to govern, limit or aid in the construction of any term of provision hereof.  This  Amendment may not be amended or modified otherwise than by a written agreement executed by the  parties hereto or their respective successors and legal representatives.     (Remainder of page intentionally left blank)  DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A 





 






  (Signature Page to Amendment to Executive Employment Agreement)     IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as  of the date first above written.      COMPANY                 Name: Joe Del Preto  Title: Chief Financial Officer        EXECUTIVE              Aaron Rankin        DocuSign Envelope ID: 3610C0FD-1A44-4D7E-967F-5E0A219A699A