Form of Notice of Grant and Stock Option Agreement



 Exhibit 10.34 
 BLACKBAUD, INC. 
 2008 EQUITY INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
 Blackbaud, Inc. (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common
Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

  

									
	Optionholder:	  	  
	  	
					
	Date of Grant	  	  
	 		  		  	
					
	Grant Number:	  	  
	 		  		  	
					
	Vesting Commencement Date	  	  
	 		  		  	
					
	Exercise Price per Share	  	  
	 		  		  	
					
	Total Number of Shares Granted	  	  
	 		  		  	
					
	Total Exercise Price	  	  
	 		  		  	
		
	Type of Option:	  	 ̈ Incentive Stock Option
		  	 ̈ Nonstatutory Stock Option
		
	Term/Expiration Date:	  	10 Years/                    
		
	Vesting Schedule:	  	[Insert applicable vesting schedule].
		
	Termination Period:	  	Option may be exercised for up to three (3) months after termination of Continuous Service, except as set out in Section 7 of the Option Agreement (but in no event later than the
Expiration Date); provided that a termination for “Cause” is governed by Section 9 of the Plan, which provides for immediate termination of the Option upon such termination for “Cause.”

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands
and agrees to, this Option Grant Notice, the Option Agreement, and the Plan. Optionholder also acknowledges receipt of the Blackbaud, Inc. 2008 Equity Incentive Plan Prospectus. Optionholder further acknowledges that as of the Date of
Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of options previously granted and delivered to Optionholder. 
  

							
	OPTIONHOLDER:	 		 	BLACKBAUD, INC.
				
	  
	 		 	By:	 	  

				
	  
	 		 	Name:	 	  

				
	Print Name	 		 	Title:	 	  









 Appendix A 
 BLACKBAUD, INC. 
 2008 EQUITY INCENTIVE PLAN 
 OPTION AGREEMENT 
 (INCENTIVE STOCK
OPTION OR NONSTATUTORY STOCK OPTION) 
 Pursuant to your Option Grant Notice (“Grant Notice”) and this Option
Agreement, Blackbaud, Inc. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your option are as follows: 
 1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share
referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR
NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not
exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option. 
 4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make
payment of the exercise price in cash or by check or in one or more of the following manners: 
 (a) Provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
 (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery
to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of
exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved
by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the
Company’s stock. 
  

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 (c) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal, and subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of
your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of
the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to
the extent that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.

 5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 
 6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares
of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in
material compliance with such laws and regulations. 
 7. TERM. You may not exercise your option before the commencement or after
the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
 (a)
immediately upon the termination of your Continuous Service for Cause; 
 (b) three (3) months after the termination of your
Continuous Service for any reason other than Cause, your Disability or death; provided, however, that (i) if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in
Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service and (ii) if
(x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the earlier of (A) the later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date that is three (3) months after
the termination of your Continuous Service, or (B) the Expiration Date; 
 (c) twelve (12) months after the termination of
your Continuous Service due to your Disability; 
 (d) twelve (12) months after your death if you die either during your
Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 (e)
the Expiration Date indicated in your Grant Notice; or 
 (f) the day before the tenth (10th) anniversary of the Date of
Grant. 
  

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 If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages
associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the
Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be
treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the
date your employment with the Company or an Affiliate terminates. 
 8. EXERCISE.
 (a) You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such
exercise. 
 (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in
writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one
(1) year after such shares of Common Stock are transferred upon exercise of your option. 
 9. TRANSFERABILITY. Your option
is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under
Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 
 10. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create
in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 11. WITHHOLDING OBLIGATIONS.
 (a)
At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision
for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. 
  

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 (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair
Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial
accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though
your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 
 12. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 
 13. HEADINGS. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a
part of this Agreement or to affect the meaning of this Agreement. 
 14. MISCELLANEOUS. 
 (a) The rights and obligations of the Company under your option shall be transferable by the Company to any one or more persons or entities,
and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. Your rights and obligations under your option may only be assigned with the prior written consent of the
Company. 
 (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole
determination of the Company to carry out the purposes or intent of your option. 
 (c) You acknowledge and agree that you have
reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option and fully understand all provisions of your option. 
 (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and this Agreement shall
be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

  

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 15. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of
any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 
 16. CHOICE OF
LAW. The interpretation, performance and enforcement of this Agreement shall be governed by the law of the state of Delaware without regard to such state’s conflicts of laws rules. 
 17. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid
shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 18. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information required by
Rule 428(b)(1) promulgated under the Securities Act.
 19. APPLICATION OF SECTION 409A. This option is
intended to be exempt from the application of Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulation 1.409A-1(b)(6). Notwithstanding the foregoing or any other provision of this Agreement to
the contrary, to the extent that (a) one or more of the payments or benefits received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) you
are a “specified employee” within the meaning of Section 409A, then such payment or benefit (or portion thereof) will be delayed until the earliest date following your “separation from service” with the Company within the
meaning of Section 409A on which the Company can provide such payment or benefit to you without your incurrence of any additional tax or interest pursuant to Section 409A, with all payments or benefits due thereafter occurring in
accordance with the original schedule. 
  

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 Appendix B 
 BLACKBAUD, INC. 
 2008 EQUITY INCENTIVE PLAN 
  
  
  
  
  
  

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 Appendix C 
 BLACKBAUD, INC. 
 2008 EQUITY INCENTIVE PLAN 
 NOTICE OF EXERCISE 
 Blackbaud, Inc.

Date of Exercise:
                                        

 Ladies and Gentlemen: 
 This constitutes
notice under my stock option that I elect to purchase the number of shares for the price set forth below. 
  

							
	Type of option (check one):	  	 ̈ Incentive	  	 ̈ Nonstatutory	  	
				
	Stock option dated:	  	  
	  		  	
				
	Number of shares as to which option is exercised:	  	  
	  		  	
			
	Shares to be issued in name of:	  	  
	  	
			
	Total exercise price:	  	$
                                	  	
			
	Cash payment delivered herewith:	  	$
                                	  	
			
	Value of
                                 shares of Blackbaud, Inc. Common Stock
delivered herewith (1):	  	$                                	  	

 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Blackbaud, Inc. 2008 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 
  

	
	Very truly yours,
	
	  

	Name:


  

	(1)	Shares must meet the public trading requirements set forth in the option. Shares must be valued on the date of exercise in accordance with the terms of the Plan and the option
being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate. 

  

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