EX-10.6




 Exhibit 10.6 
  





 
 May 19, 2016 
 Rob Bernshteyn

 via DocuSign 
 Dear Rob, 

On behalf of Coupa Software Incorporated (the “Company” or “Coupa”), I am pleased to confirm your current employment
arrangements with the Company on the following terms (certain capitalized terms are defined in Section 10 below): 
 1.
Position. You will continue to serve as Chief Executive Officer, working out of our San Mateo office and reporting to the Board of Directors.

2. Base Salary. Your current annual base salary is $340,000, less taxes and applicable withholdings, payable on a semi-monthly basis.
 3. Bonus. In addition to your base salary, you are eligible to participate in
Coupa’s annual performance bonus program as established each year under the Company’s incentive bonus plan. Your target incentive is currently 100% of your base salary, or $340,000. You must be an active employee of Coupa on the date
bonuses are paid to be eligible for any payout. 
 4. Stock Options/Acceleration. This letter does not amend any of your
outstanding stock options, all of which remain subject to the terms and conditions of the plan under which such options were granted and the terms and conditions of the applicable stock option agreement. The Company acknowledges and agrees that
each of your currently outstanding stock options and, unless the Company provides otherwise when an equity award is granted, each equity award granted to you in the future is eligible for a “double trigger acceleration” benefit as
follows: If the Company is subject to a Change in Control before your service terminates and you are subject to an Involuntary Termination within 12 months after the Change in Control, then all of the then-unvested shares covered by the
then-outstanding portion of the award will vest and, if applicable, become exercisable. The option granted to you on February 4, 2016 also includes a non-change in control acceleration benefit, as described in the stock option agreement
applicable to that award. 
 5. Employee Benefits. You will continue to be eligible to participate in a number of
Company-sponsored benefits, as in effect from time to time. In addition, we currently offer employees a “no limit” time off policy (subject to manager approval), a matching 401(k) Plan and eleven paid holidays. 

  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 6. Employment Relationship/Severance Benefits. Coupa, in its sole discretion, may
modify your duties, title, compensation and benefits at any time. Employment with the Company is not for a specified term, but instead is at-will. Accordingly, either you or the Company may terminate the employment relationship, with or
without Cause, at any time and for any reason. No documents provided by the Company and no oral statements or conduct can or will modify the at-will nature of your employment, and your at-will status can only be amended in a writing signed by
you and a designated member of Coupa’s Board of Directors (other than yourself). However, as a member of the Company’s executive team, if you are subject to a Termination Without Cause, the Company will pay you a lump sum cash
severance payment equal to 6 months of your then-current base salary. This amount will be paid within 60 days after your employment terminates and is contingent upon your execution and non-revocation of a general release of claims in
substantially the form included in this letter packet. You must execute and return the release on or before the date specified by the Company, which will in no event be later than 50 days after your employment terminates. If you fail to
return the release by the deadline or if you revoke the release, then you will not be entitled to the severance benefits described in this section 6. This letter (and its enclosures) constitutes the complete agreement regarding your employment
status and severance benefits and supersedes all prior agreements. 
 7. Taxes. 

(a) Withholding. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding
and payroll taxes and other deductions required by law.
 (b) Section 409A. The Company intends that all payments and benefits
provided under this letter or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) so that none of the payments or benefits will be subject to
the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted in accordance with such intent. For purposes of Code Section 409A, each payment, installment or benefit payable under this letter is hereby
designated as a separate payment. In addition, if the Company determines that you are a “specified employee” under Code Section 409A(a)(2)(B)(i) at the time of your Separation, then (i) any severance payments or benefits, to
the extent that they are subject to Code Section 409A, will not be paid or otherwise provided until the first business day following (A) expiration of the six-month period measured from your Separation or (B) the date of your death and
(ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence. 

  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 (c) Section 280G. Notwithstanding anything contained in this letter to the
contrary, in the event that the payments and benefits provided pursuant to this letter, together with all other payments and benefits received or to be received by you (“Payments”), constitute “parachute payments” within the
meaning of Code Section 280G, and, but for this Section 7(c), would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Payments shall be made to you either (i) in full or (ii) as to such lesser amount as
would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in your
receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will
occur in the following order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be
reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and
benefits which are to be paid furthest away in time. All determinations required to be made under this Section 7(c) (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an
independent accounting firm selected by the Company. For purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section
7(c). The accounting firm’s determination will be binding on both you and the Company absent manifest error. 
 8. Entire
Agreement/Existing Agreements. This letter agreement represents the entire agreement between you and the Company with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral, with
respect to the subject matter of this agreement. The Mutual Agreement to Arbitrate between you and the Company, the Indemnification Agreement between you and the Company and your Proprietary Information and Inventions Agreement will remain in
full force and effect.
 9. Exclusivity of Employment. While you render services to the Company, you agree not to engage in any other
employment, consulting or other 

  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 
business activity (whether full-time or part-time), which might create a conflict of interest with the Company. The foregoing shall not, however, preclude you (a) from engaging in appropriate
civic, charitable or religious activities, (b) from devoting a reasonable amount of time to private investments, (c) from serving on the boards of directors of other entities, or (d) from providing incidental assistance to family members on matters
of family business, so long as the foregoing activities and service do not conflict with your responsibilities to the Company. By signing this letter, you confirm that you have no contractual commitments or other legal obligations that would
prohibit you from performing duties for the Company. 
 10. Definitions. The following terms have the meaning set forth below
wherever they are used in this letter: 
  

	 	•	 	“Cause” means (i) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (ii) your material breach of
any agreement with the Company, (iii) your material failure to comply with the Company’s written policies or rules, (iv) your conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United
States or any State, (v) your gross negligence or willful misconduct, (vi) your continuing failure to perform assigned duties after receiving written notification of the failure from the Company’s Board of Directors or (vii) your failure to
cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested such cooperation. In the case of clauses (ii), (iii) and (vii), the Company will not
terminate your employment for Cause without first giving you written notification of the acts or omissions constituting Cause and a reasonable cure period of not less than 10 days following such notice to the extent such events are curable (as
determined by the Company). 

  

	 	•	 	“Change in Control” means the occurrence of any of the following events: (i) any consolidation or merger of the Company with or into another corporation or other entity or person, or any other corporate
reorganization, in which the capital stock of the Company immediately prior to such consolidation, merger or reorganization, represents less than 50% of the voting power of the surviving entity (or if the surviving entity is a wholly owned
subsidiary, its parent) immediately after such consolidation, merger or reorganization or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company. Equity financings, public offerings
and/or administrative reorganizations and recapitalizations will not constitute a “Change in Control” hereunder. 


  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  


	 	•	 	“Involuntary Termination” means either (i) a Termination without Cause or (ii) a Resignation for Good Reason. 

  

	 	•	 	“Resignation for Good Reason” means a Separation as a result of your resignation from employment after one of the following conditions has come into existence without your consent: (i) a substantial
adverse change in the nature or scope of your responsibilities, authority, powers, functions or duties within or to the Company, (ii) a material reduction in your annual base salary from the base salary in effect immediately prior to the Change in
Control, (iii) a substantial reduction in benefits other than across-the-board benefit reductions similarly affecting all or substantially all management employees of the Company or (iv) your required relocation to offices more than fifty (50) miles
from your principal place of business immediately prior to the Change in Control. In order to constitute a Resignation for Good Reason, you must give the Company written notice of the condition within 90 days after it comes into existence, the
Company must fail to remedy the condition within 30 days after receiving your written notice and you must terminate your employment within 30 days after expiration of the cure period. 


 

	 	•	 	“Separation” means a “separation from service” as defined in the regulations under Code Section 409A. 

  

	 	•	 	“Termination Without Cause” means a Separation as a result of the termination of your employment by the Company without Cause and not as a result of your death or disability. 


  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 Please confirm your agreement with these terms by signing this letter using DocuSign. 

Sincerely, 
 /s/ Ray Martinelli 

Ray Martinelli 
 Executive Vice President, People 

Coupa Software Incorporated 
 By signature below, I confirm my
current employment arrangement based upon the terms stated in this letter (and its enclosures). I also acknowledge that this letter sets forth the full and complete agreement between myself and the Company related to the terms of my employment. 

 

					
	 /s/ Rob Bernshteyn
	 		 	 5/31/2016

	Signature	 		 	Date


  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 GENERAL RELEASE OF ALL CLAIMS 

In consideration of the severance benefits to be paid to Rob Bernshteyn (“Employee”) by Coupa Software Incorporated (the
“Company”), as described in Paragraph 1 below, Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators and assigns, to the fullest extent permitted by applicable law, hereby fully and
forever releases and discharges the Company and its directors, officers, employees, agents, successors, predecessors, subsidiaries, parent, shareholders, employee benefit plans and assigns (together called “the Releasees”), from all known
and unknown claims and causes of action including, without limitation, any claims or causes of action arising out of or relating in any way to Employee’s employment with the Company, including the termination of that employment. 

1. If Employee signs (and does not revoke) this General Release of All Claims (“Release”), the Company will provide Employee with
the severance benefits described in Section 6 of the letter agreement, dated May 19, 2016 between the Company and Employee (the “Employment Agreement”). 

2. Employee’s Company equity awards, to the extent vested and outstanding as of Employee’s employment termination date, will be
treated as provided in the applicable equity plan and the related award agreements. Such agreements will remain in effect in accordance with their terms, and Employee acknowledges that Employee will remain bound by them. Any Company equity
awards that are unvested as of Employee’s employment termination date will be automatically forfeited, and Employee will have no further rights to such awards. Employee acknowledges that the enclosed report accurately reflects a summary of
Employee’s outstanding equity awards. 
 3. Employee understands and agrees that this Release is a full and complete waiver of all
claims including, without limitation, claims of wrongful discharge, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, harassment, retaliation, discrimination, violation of public policy, defamation,
invasion of privacy, interference with a leave of absence, personal injury or emotional distress and claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Americans With Disabilities
Act, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (ADEA), the California Labor Code, the California Fair Employment and Housing Act, the California Family Rights Act, the Family Medical Leave Act or any other
federal or state law or regulation relating to employment or employment discrimination. Employee further understands and agrees that this waiver includes all claims, known and unknown, to the greatest extent permitted by applicable
law. However, this release covers only those claims that arose prior to the execution of this Release. Execution of this Release does 

  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 
not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Release. In addition, this Release does not cover any claim for indemnification Employee
may have pursuant to the Company’s bylaws, Employee’s Indemnification Agreement dated August 20, 2009 or applicable law or Employee’s right to coverage under any applicable D&O insurance policy with the Company. 

4. Employee also hereby agrees that nothing contained in this Release shall constitute or be treated as an admission of liability or
wrongdoing by the Releasees or Employee. 
 5. In addition, Employee hereby expressly waives any and all rights and benefits conferred upon
Employee by the provisions of Section 1542 of the Civil Code of the State of California, which states as follows: 
 A general release
does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 

6. If any provision of this Release is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and the
court shall enforce all remaining provisions to the full extent permitted by law. 
 7. This Release constitutes the entire agreement
between Employee and Releasees with regard to the subject matter of this Release. It supersedes any other agreements, representations or understandings, whether oral or written and whether express or implied, which relate to the subject matter
of this Release. Employee understands and agrees that this Release may be modified only in a written document signed by Employee and a duly authorized officer of the Company. 

8. Employee understands and agrees that the Company shall have no obligation to provide to Employee any severance benefits described in the
Employment Agreement unless and until Employee has complied with the requirements described in Section 6 of the Employment Agreement, including executing this Release within the time period specified in Paragraph 13 below.

9. Employee understands and agrees that at all times in the future Employee shall remain bound by the Employee’s Proprietary Information
and Inventions Agreement, Indemnification Agreement and Mutual Agreement to Arbitrate, copies of which are enclosed herewith. [List any other agreements that will survive termination of employment.] 

10. Employee agrees not to disclose to others the terms of the Employment Agreement or this Release, except that Employee may disclose such


  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 
information to Employee’s spouse and to Employee’s attorney or accountant in order for such attorney or accountant to render services to Employee related to the Employment Agreement or
this Release. 
 11. Employee agrees that Employee will never make any negative or disparaging statements (orally or in writing) about the
Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law. The Company agrees to instruct its executive officers and directors not to disparage Employee in any manner likely to
be harmful to Employee’s personal or business reputation; provided that the Company (and its executive officers and directors) may respond accurately and fully to any question, inquiry or request for information when required by legal process.

 12. This Release shall be governed by and its provisions interpreted under the laws of the state of California. 

13. Employee understands that Employee has the right to consult with an attorney before signing this Release. Employee also understands
that Employee has 21 days after receipt of this Release to review and consider this Release, discuss it with an attorney of Employee’s own choosing, and decide to execute it or not execute it. Employee also understands that Employee may
revoke this Release during a period of 7 days after Employee signs it and that this Release will not become effective for seven days after Employee signs it (and then only if Employee does not revoke it). In order to revoke this Release, within
seven days after Employee executes this Release Employee must deliver to the General Counsel at the Company a letter stating that Employee is revoking it. Employee understands that if Employee chooses to revoke this Release within seven days
after Employee signs it, Employee will not receive any severance benefits and the Release will have no effect.
 [Signature Page Follows]


  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 










 



 
  

 14. Employee states that before signing this Release, Employee: 

 

	 	•	 	Has read it, 

  

	 	•	 	Understands it, 

  

	 	•	 	Knows that he or she is giving up important rights, 

  

	 	•	 	Is aware of his or her right to consult an attorney before signing it, and 

  

	 	•	 	Has signed it knowingly and voluntarily. 

  

							
	Date:	 	  
	 		 	  

		 		 		 	Signature
				
		 		 		 	  

		 		 		 	Print Full Name

 Enclosures: 
 Equity
Report 
 Proprietary Information and Inventions Agreement 

Mutual Agreement to Arbitrate 
 Indemnification Agreement 

[List any other agreements that will survive termination of employment.] 

  
 1855 S. Grant Street,
San Mateo, CA 94402    P 650.931.3200    www@coupa.com 









 COUPA SOFTWARE INCORPORATED 

SEVERANCE AND CHANGE IN CONTROL AGREEMENT 

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Rob
Bernshteyn (the “Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below. 

This Agreement provides severance and acceleration benefits in connection with certain qualifying terminations of Executive’s employment
with the Company. Upon its effectiveness, this Agreement shall supersede the severance and acceleration provisions set forth in Executive’s amended and restated offer letter with the Company dated as of May 19, 2016. For avoidance of
doubt, the option granted to Executive on February 4, 2016 includes a non-change in control acceleration benefit, subject to the terms and conditions set forth in the stock option agreement applicable to that award, which is not superseded by
this Agreement. 
 Certain capitalized terms are defined in Section 8. 

The Company and Executive agree as follows: 

1. Term. This Agreement shall become effective on the closing date of the Company’s sale of its common stock in a firm commitment
underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Effective Date”). Unless terminated sooner, this Agreement will terminate automatically on the
third anniversary of the Effective Date. 
 2. Severance Benefits. 

(a) Termination Not Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs more than three
months prior to a Change in Control (if any) or more than twelve months after a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits:
(i) a lump-sum cash severance payment equal to twelve months of Executive’s Base Salary plus Executive’s target annual bonus and (ii) an additional lump-sum cash payment equal to $33,000. 

(b) Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within
three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash
severance payment equal to twelve months of Executive’s Base Salary plus Executive’s target annual bonus, (ii) an additional lump-sum cash payment equal to $33,000 and (iii) unless the Company provides otherwise when an equity
award is granted, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity









 
awards subject to performance conditions, the unvested portion of the award will be determined at the greater of actual performance or based on “target” levels of achievement. For
avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become
exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in
Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control
does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

 (c) Preconditions to Severance and Change in Control Benefits / Timing of Benefits. As a condition to Executive’s receipt of
any benefits described in Section 2, Executive shall execute and allow to become effective a general release of claims in substantially the form attached hereto and, if requested by the Company’s Board of Directors, must immediately resign
as a member of the Company’s Board of Directors and as a member of the board of directors of any subsidiaries of the Company. Executive must execute and return the release on or before the date specified by the Company, which will in no event
be later than 50 days after Executive’s employment terminates. If Executive fails to return the release by the deadline or if Executive revokes the release, then Executive will not be entitled to the benefits described in this section 2. All
such benefits will be paid or provided within 60 days after Executive’s Termination Without Cause or Involuntary Termination, as applicable, or if later on the date a Change in Control occurs. If such 60 day period spans calendar years, then
payment will in any event be made in the second calendar year. 
 3. Section 409A. The Company intends that all payments and
benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) so that none of the payments or
benefits will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted in accordance with such intent. For purposes of Code Section 409A, each payment, installment or benefit payable
under this Agreement is hereby designated as a separate payment. In addition, if the Company determines that Executive is a “specified employee” under Code Section 409A(a)(2)(B)(i) at the time of Executive’s Separation, then
(i) any severance payments or benefits, to the extent that they are subject to Code Section 409A, will not be paid or otherwise provided until the first business day following (A) expiration of the six-month period measured from
Executive’s Separation or (B) the date of Executive’s death and (ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or
benefits commence. 
 4. Section 280G. Notwithstanding anything contained in this Agreement to the contrary, in the event that
the payments and benefits provided pursuant to this Agreement, together with all other payments and benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning
of Code Section 280G, and, but for this Section 4, would be subject to the excise tax imposed by Code Section 4999 (the 

  
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“Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments
being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a Reduced Payment is to be made under this section, reduction of Payments will occur in the following
order: reduction of cash payments, then cancellation of equity-based payments and accelerated vesting of equity awards, and then reduction of employee benefits. If accelerated vesting of equity awards is to be reduced, such acceleration of vesting
will be cancelled in the reverse order of the date of grant. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with the payments and benefits which are to be paid furthest away in
time. All determinations required to be made under this Section 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an independent accounting firm selected by the Company. For
purposes of making the calculations required by this section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonably, good faith interpretations concerning the application of
Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both
Executive and the Company absent manifest error. 
 5. Company’s Successors. Any successor to the Company to all or
substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the absence of a succession. 
 6. Miscellaneous Provisions.

 (a) Modification or Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or
discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 
 (b)
Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the subject
matter of this Agreement. 
 (c) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal substantive laws, but not the conflicts of law rules, of the State of California. 

  
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 (d) Tax Withholding. Any payments provided for hereunder are subject to reduction to
reflect applicable withholding and payroll taxes and other reductions required under federal, state or local law. 
 (e) Notices. Any
notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees
prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office (attention General Counsel) and to the Executive at the address that he or she
most recently provided to the Company in accordance with this Subsection (e). 
 (f) Severability. The invalidity or
unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. 

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
will constitute one and the same instrument. 
 7. At-Will Employment. Nothing contained in this Agreement shall (a) confer upon
Executive any right to continue in the employ of the Company, (b) constitute any contract or agreement of employment, or (c) interfere in any way with the at-will nature of Executive’s employment with the Company. 

8. Definitions. The following terms referred to in this Agreement shall have the following meanings: 

(a) “Base Salary” means Executive’s annual base salary as in effect immediately prior to a Termination Without
Cause or Involuntary Termination; provided, however, that in the event of a Resignation for Good Reason due to a material reduction in Executive’s base salary, “Base Salary” means Executive’s annual base salary as in effect
immediately prior to such reduction or as in effect immediately prior to a Change in Control, whichever is greater. 
 (b)
“Cause” means (i) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (ii) Executive’s
material breach of any agreement with the Company, (iii) Executive’s material failure to comply with the Company’s written policies or rules, (iv) Executive’s conviction of, or plea of “guilty” or “no
contest” to, a felony under the laws of the United States or any State, (v) Executive’s gross negligence or willful misconduct, (vi) Executive’s continuing failure to perform assigned duties after receiving written
notification of the failure from the Company’s Board of Directors or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the
Company has requested such cooperation. In the case of clauses (ii), (iii) and (vii), the Company will not terminate Executive’s employment for Cause without first giving Executive written notification of the acts or omissions constituting
Cause and a reasonable cure period of not less than 10 days following such notice to the extent such events are curable (as determined by the Company). 

  
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 (c) “Change in Control” means: 

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented
by the Company’s then-outstanding voting securities; 
 (ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; 
 (iii) The consummation of a merger or consolidation of the Company with or into any
other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or 

(iv) Individuals who are members of the Company’s board of directors (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Company’s board of directors over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or
recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a member of the Incumbent Board. 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any amount
which is subject to Code Section 409A, then the transaction must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. 

(d) “Involuntary Termination” means either (i) a Termination without Cause or (ii) a Resignation for Good
Reason. 
 (e) “Resignation for Good Reason” means a Separation as a result of Executive’s resignation from
employment after one of the following conditions has come into existence without Executive’s consent: (i) a substantial adverse change in the nature or scope of Executive’s responsibilities, authority, powers, functions or duties
within or to the Company, (ii) a material reduction in Executive’s annual base salary, (iii) a substantial reduction in benefits other than across-the-board benefit reductions similarly affecting all or substantially all management
employees of the Company or (iv) Executive’s required relocation to offices more 

  
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than fifty (50) miles from Executive’s principal place of business. In order to constitute a Resignation for Good Reason, Executive must give the Company written notice of the condition
within 90 days after it comes into existence, the Company must fail to remedy the condition within 30 days after receiving Executive’s written notice and Executive must terminate his or her employment within 30 days after expiration of the cure
period. 
 (f) “Separation” means a “separation from service” as defined in the regulations under Code
Section 409A. 
 (g) “Termination Without Cause” means a Separation as a result of the termination of
Executive’s employment by the Company without Cause and not as a result of Executive’s death or disability. 

  
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 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company
by its duly authorized officer, as of the day and year indicated below. 
  

			
	COMPANY
		
	By:	 	 /s/ Jon Stueve

	Name:	 	 Jon Stueve

	Title:	 	 VP & General Counsel

		
	Date:	 	 9/5/2016

	
	EXECUTIVE
		
	By:	 	 /s/ Rob Bernshteyn

	Name:	 	 Rob Bernshteyn

	Title:	 	 CEO

		
	Date:	 	 9/3/2016




  
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 GENERAL RELEASE OF ALL CLAIMS 

In consideration of the severance benefits to be paid to Rob Bernshteyn (“Executive”) by Coupa Software Incorporated (the
“Company”), as described in Paragraph 1 below, Executive, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators and assigns, to the fullest extent permitted by applicable law, hereby fully and
forever releases and discharges the Company and its directors, officers, employees, agents, successors, predecessors, subsidiaries, parent, shareholders, employee benefit plans and assigns (together called “the Releasees”), from all known
and unknown claims and causes of action including, without limitation, any claims or causes of action arising out of or relating in any way to Executive’s employment with the Company, including the termination of that employment. 

1. If Executive signs (and does not revoke) this General Release of All Claims (“Release”), the Company will provide Executive with
the severance benefits described in Section 2 of the Severance and Change in Control Agreement, dated as of the Effective Date (as defined therein), between the Company and Executive (the “Severance Agreement”). 

2. Executive’s Company equity awards, to the extent vested and outstanding as of Executive’s employment termination date, will be
treated as provided in the applicable equity plan and the related award agreements. Such agreements will remain in effect in accordance with their terms, and Executive acknowledges that Executive will remain bound by them. Any Company equity awards
that are unvested as of Executive’s employment termination date will be automatically forfeited1, and Executive will have no further rights to such awards. Executive acknowledges that the
enclosed report accurately reflects a summary of Executive’s outstanding equity awards. 
 3. Executive understands and agrees that
this Release is a full and complete waiver of all claims including, without limitation, claims of wrongful discharge, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, harassment, retaliation,
discrimination, violation of public policy, defamation, invasion of privacy, interference with a leave of absence, personal injury or emotional distress and claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the
Equal Pay Act of 1963, the Americans With Disabilities Act, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (ADEA), the California Labor Code, the California Fair Employment and Housing Act, the California Family
Rights Act, the Family Medical Leave Act or any other federal or state law or regulation relating to employment or employment discrimination. Executive further understands and agrees that this waiver includes all claims, known and unknown, to the
greatest extent permitted by applicable law. However, this release covers only those claims that arose prior to the execution of this Release. Execution of this Release does not bar any claim that arises hereafter, including (without limitation) a
claim for breach of this Release. In addition, this Release does not cover any claim for indemnification Executive may have pursuant to the Company’s bylaws, Executive’s Indemnification Agreement or applicable law or Executive’s right
to coverage under any applicable D&O insurance policy with the Company. 
  

 

	1 	Modify in case of an involuntary termination three months prior to a change in control. 


  
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 4. Executive also hereby agrees that nothing contained in this Release shall constitute or be
treated as an admission of liability or wrongdoing by the Releasees or Executive. 
 5. In addition, Executive hereby expressly waives any
and all rights and benefits conferred upon Executive by the provisions of Section 1542 of the Civil Code of the State of California, which states as follows: 

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the
time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 
 6. If
any provision of this Release is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and the court shall enforce all remaining provisions to the full extent permitted by law. 

7. This Release constitutes the entire agreement between Executive and Releasees with regard to the subject matter of this Release. It
supersedes any other agreements, representations or understandings, whether oral or written and whether express or implied, which relate to the subject matter of this Release. Executive understands and agrees that this Release may be modified only
in a written document signed by Executive and a duly authorized officer of the Company. 
 8. Executive understands and agrees that the
Company shall have no obligation to provide to Executive any severance benefits described in the Severance Agreement unless and until Executive has complied with the requirements described in Section 2(c) of the Severance Agreement, including
executing this Release within the time period specified in Paragraph 13 below. 
 9. Executive understands and agrees that at all times in
the future Executive shall remain bound by the Executive’s Proprietary Information and Inventions Agreement with the Company, Indemnification Agreement and Mutual Agreement to Arbitrate, copies of which are enclosed herewith. [List any
other agreements that should survive termination of employment.] 
 10. [Intentionally omitted.] 

11. Executive agrees that Executive will never make any negative or disparaging statements (orally or in writing) about the Company or its
stockholders, directors, officers, employees, products, services or business practices, except as required by law. The Company agrees to instruct its executive officers and directors not to disparage Executive in any manner likely to be harmful to
Executive’s personal or business reputation; provided that the Company (and its executive officers and directors) may respond accurately and fully to any question, inquiry or request for information when required by legal process. 

12. This Release shall be governed by and its provisions interpreted under the laws of the state of California. 

13. Executive understands that Executive has the right to consult with an attorney before signing this Release. Executive also understands
that Executive has 21 days after 

  
 9 









 
receipt of this Release to review and consider this Release, discuss it with an attorney of Executive’s own choosing, and decide to execute it or not execute it. Executive also understands
that Executive may revoke this Release during a period of 7 days after Executive signs it and that this Release will not become effective for seven days after Executive signs it (and then only if Executive does not revoke it). In order to revoke
this Release, within seven days after Executive executes this Release Executive must deliver to the General Counsel at the Company a letter stating that Executive is revoking it. Executive understands that if Executive chooses to revoke this Release
within seven days after Executive signs it, Executive will not receive any severance benefits and the Release will have no effect. 
 14.
Executive states that before signing this Release, Executive: 
  

	 	•	 	Has read it, 

  

	 	•	 	Understands it, 

  

	 	•	 	Knows that he or she is giving up important rights, 

  

	 	•	 	Is aware of his or her right to consult an attorney before signing it, and 

  

	 	•	 	Has signed it knowingly and voluntarily. 

  

									
		 	Date:	 	  
	 		 	  

					
		 		 		 		 	Signature
					
		 		 		 		 	  

					
		 		 		 		 	Print Full Name

 Enclosures: 

Equity Report 
 Proprietary
Information and Inventions Agreement 
 Indemnification Agreement 

Mutual Agreement to Arbitrate 

[LIST ANY OTHERS] 

  
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