Exhibit







November 12, 2013




Gary Allison




RE: Offer of Employment


 Dear Gary: 


On behalf of Bazaarvoice, Inc. (the Company), I am pleased to invite you to join the Company as the Executive Vice President of Engineering reporting to the CEO. In this position, you will be expected to devote your full business time, attention and energies to the performance of your duties with the Company. If you accept our offer of employment by complying with the instructions set forth in the last paragraph of this offer, your first day of employment will be on or before December 9, 2013. The terms of this offer of employment are as follows: 
1.     At-Will Employment. You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to terminate your employment at any time, for any reason or for no reason. Similarly, the Company is free to terminate your employment at any time, for any reason or for no reason. 
2.     Office Location. Your primary office location will be in our Austin, TX office. 
3.     Compensation. The Company will pay you a base salary at a rate of $22,916.67 per month (annualized to $275,000 per year) in accordance with the Company’s standard payroll policies, including compliance with applicable withholding requirements. The first and last payment by the Company to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period. 


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In addition to your base salary, you will be eligible to participate in an MBO bonus plan. Your target bonus under this plan would be 40% of your base salary at 100% achievement of plan, pro-rated from your date of hire. Based on your base salary of $275,000, this amount would be equal to $110,000 subject to pro-ration from your date of hire. 
4.     Stock Ownership. Subject to approval by the Company’s Board of Directors, you will be granted the equity based compensation award(s) more fully described on Exhibit A attached hereto. 
5.     Benefits. During the term of your employment, you will be entitled to the Company’s standard vacation and benefits covering employees at your level, as such may be in effect from time to time. All active employees of the Company who are regularly scheduled to work 30 hours or more per week are eligible to participate in the Plan on their date of hire. 
6.     Immigration Laws. For purposes of federal immigration laws, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided within three business days of the effective date of your employment, or your employment relationship with the Company may be terminated. 
7.     Prior Employment Relationships; Conflicting Obligations. If you have not already done so, we request that you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third 


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party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information. 
8.     Employee Proprietary Information Agreement. As a condition of this offer of employment, you will be required on your first day of employment to complete and sign the Company’s standard form of Employee Proprietary Information Agreement (the EPIA) attached hereto as Exhibit B. 
9.     General. This offer letter, the EPIA and the Restricted Stock Unit Agreement covering the shares described in Exhibit A, when signed by you, set forth the terms of your employment with the Company and supersede any and all prior representations and agreements, whether written or oral. In the event of a conflict between the terms and provisions of this offer letter, on the one hand, and the EPIA and the Restricted Stock Unit Agreement, on the other hand, the terms and provisions of the EPIA and the Restricted Stock Unit Agreement will control. Any amendment of this offer letter or any waiver of a right under this offer letter must be in a writing signed by you and an officer of the Company. This offer letter will be governed by Texas law without giving effect to its conflict of law principles. 
10.     Background Check; Contingencies. This offer of employment is contingent upon the satisfactory completion of background screens to be performed by the Company and/or independent contractors of the Company. If such checks fail to satisfy the Company’s requirements for employees at your level, this offer of employment shall be rescinded. 
We look forward to you joining the Company. If the foregoing terms are agreeable, please indicate your acceptance by signing this offer letter in the space provided below and returning it to me not later than November 18, 2013. 










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Sincerely,    
BAZAARVOICE, INC.

Kathy Smith-Willman,
Director - People Relations












Agreed and Accepted by:


Signature:   /S/ Gary Allison                    


Date:   November 15, 2013                                    




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EXHIBIT A




		
	1.
	Stock Options. 


		
	a.
	Number of Shares:    180,000        


		
	b.
	Exercise Price:  Fair Market Value of the Common Stock on the date the Board of Directors approves the grant.


		
	c.
	Vesting Commencement Date:   December 1, 2013


		
	d.
	Vesting Schedule:  Subject to your continued employment with the Company, 25% of the shares will vest on the first anniversary of the Vesting Commencement Date. An additional one-forty-eighth (1/48th) of the shares will vest each month thereafter until such time as all shares have vested. 


		
	e.
	Terms and Conditions:  The stock option will be governed by and subject to (i) the terms and conditions of the Company’s 2012 Equity Incentive Plan and (ii) the Stock Option Agreement entered into between you and the Company. 


		
	2.
	Restricted Stock Unit (“RSU”). 


		
	a.
	Number of Shares: 50,000


		
	b.
	Vesting Commencement Date:  December 20, 2014


		
	c.
	Vesting Schedule:  Subject to your continued employment with the Company, 25% of the shares will vest on the first anniversary of the Vesting Commencement Date. An additional 25% of the 




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shares will vest on the corresponding date of each year thereafter until such time as all shares have vested. 
		
	d.
	Terms and Conditions:  The RSU will be governed by and subject to (i) the terms and conditions of the Company’s 2012 Equity Incentive Plan and (ii) the Restricted Stock Unit Award Agreement entered into between you and the Company. 


		
	3.
	Change of Control. 


		
	a.
	In the event of a Termination Upon Change of Control (as hereinafter defined), 50% of both (i) the then unvested shares subject to the stock option grant referred to in Section 1 of this Exhibit A and (ii) the then unvested units subject to the restricted stock unit grant referred to in Section 2 of this Exhibit A, shall vest immediately. 


		
	b.
	"Termination Upon Change of Control" means any termination of your employment by the Company without Cause during the period commencing on or after the date that the Company has signed a definitive agreement or that the Company's board of directors has endorsed a tender offer for the Company's stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions and contingencies) and ending at the earlier of the date on which such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control.




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	c.
	"Cause" means (a) your willful and continued failure to perform substantially your duties with the Company or (b) the willful engaging by you in illegal conduct or gross misconduct which is injurious to the Company. 


		
	d.
	"Change of Control" means (a) 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")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediate prior to such transaction or series of transactions; (d) the dissolution or liquidation of 




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the Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; or (f) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing. 




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EXHIBIT B
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT










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