Exhibit 10.1











Exhibit 10.1




October 25, 2011



Tom (Yitao) Ren and Ying (Lily) Xiong


1776 Yorktown, Suite 435


Houston, Texas 77056




	Re: 	 	Stock Purchase Agreement, dated December 21, 2011, by and among SciQuest, Inc. (the “Company”), Tom (Yitao) Ren
(“Ren”), Ying (Lily) Xiong (“Xiong”), John Paul Gutierrez and Ronald Dressin (the “Stock Purchase Agreement”)





Dear Tom and Lily:



This Letter Agreement sets forth our agreements regarding various matters pertaining to Ren’s termination of employment
and the Earnout Payments. Each capitalized term that is used but not otherwise defined herein shall have the meaning
assigned to it in the Stock Purchase Agreement.



1. Ren’s employment with the Company shall terminate effective October 31, 2011 (the “Ren Employment
Termination”).



2. Concurrently with the execution of this Letter Agreement, Ren is executing the Company’s standard employment
termination and release letter (the “Release Letter”).



3. Ren shall be available for consulting, as may be requested by the Company, for up to 20 hours per month until
December 31, 2011 and for up to 10 hours per month thereafter until the expiration of the Third Earnout Period. Ren
shall not be entitled to receive any additional compensation for these consulting services.



4. Regardless of whether the earnout targets referenced in Section 1.02(a)(iv) of the Stock Purchase Agreement are
achieved, the Company shall make the Earnout Payments to Ren and Xiong that would be payable if all of the applicable
earnout targets were achieved. Such Earnout Payments shall be payable to Ren and Xiong at the times and in the amounts
provided for in Section 1.02 of the Stock Purchase Agreement. Furthermore, the Company hereby irrevocably waives its
right pursuant to Section 1.02(a)(v) of the Stock Purchase Agreement to terminate the Earnout Payments to Ren and Xiong
as a result of the Ren Employment Termination. In the interests of clarity, the Company does not waive or otherwise
relinquish its rights pursuant to Section 1.02(a)(v) of the Stock Purchase Agreement to terminate the Earnout Payments
to Ren and Xiong as a result of the termination of Xiong’s employment with the Company by reason of an Employee
Resignation or a For Cause Termination.



5. All rights of Ren and Xiong to receive any Earnout Payments shall terminate immediately upon the occurrence of
any violation by Ren or Xiong of any of the terms of (i) Section 4.06 of the Stock Purchase Agreement, (ii) that
certain Intellectual Property Agreement between Ren and the Company, dated January 1, 2011, (iii) the Release
Agreement, or (iv) this Letter Agreement.



6. From the date hereof until the expiration of the Third Earnout Period, Ren shall not contact, for any reason
whatsoever, any party who was a customer or prospect of the Company during his employment with the Company (a
“Customer/Prospect”) without the prior written consent of the Company. If a Customer/Prospect contacts Ren, Ren shall
limit his response to that which is set forth on Exhibit A attached hereto.


 


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7. The Company agrees not to denigrate, disparage, defame or cast aspersions on either Ren or Xiong. Ren and
Xiong each agree not to denigrate, disparage, defame or cast aspersions on the Company, its owners, parents,
subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, stockholders, employees or agents.



8. Ren and Xiong each agree to not, directly or indirectly, solicit, recruit, induce, incite or encourage any
employee of the Company to terminate his or her employment relationship with the Company.



9. Ren and Xiong shall not object to the escrow claims set forth in the Company’s Officer’s Certificate, dated on
or about the date hereof, and shall execute such Officer’s Certificate in order to authorize the escrow payments set
forth therein.



Please signify your agreement with the foregoing by signing this copy and returning it to the undersigned on or
before October 25, 2011. This Letter Agreement shall be null and void if not signed by Ren and Xiong on or before
October 25, 2011.




Respectfully,




SCIQUEST, INC.



	 	 	 	 	 	 	 
	
 
	 	 	 	By:
	 	/s/ Rudy C. Howard
	
 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	Rudy C. Howard, Chief Financial Officer






ACCEPTED AND AGREED TO BY:



/s/ Tom (Yitao) Ren           

Tom (Yitao) Ren

Date: 10/25/2011          




/s/ Ying (Lily) Xiong          

Ying (Lily) Xiong

Date: 10/25/2011          


 


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