EX-10.12



 Exhibit 10.12 

COUPA SOFTWARE INCORPORATED 

COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS

 (EFFECTIVE UPON THE CLOSING OF THE
INITIAL PUBLIC OFFERING) 
  

	A.	Cash Compensation 

  

	 	1.	Non-employee directors (“Outside Directors”) will receive the following cash retainers, paid quarterly in arrears, for their service on the Board of Directors (the “Board”) and its
committees: 

  

					
	 Board service
	  	$	30,000	  
	 plus (as applicable):
	  			
	 Lead Director
	  	$	11,000	  
	 Audit Committee Chair
	  	$	25,000	  
	 Other Audit Committee Member
	  	$	10,000	  
	 Compensation Committee Chair
	  	$	15,000	  
	 Other Compensation Committee Member
	  	$	5,000	  
	 Nominating/Governance Committee Chair
	  	$	7,000	  
	 Other Nominating/Governance Committee Member
	  	$	3,500	  

  

	 	2.	The reasonable expenses incurred by directors in connection with attendance at meetings of the Board and its committees will be reimbursed upon submission of appropriate documentation. 


 

	B.	Equity Compensation 

  

	 	1.	Annual Equity Award: Upon the conclusion of each regular annual meeting of the Company’s stockholders beginning in calendar year 2017, each Outside Director who continues to serve as a member of the
Board thereafter (including a director elected or appointed at such meeting) will automatically be granted restricted stock units (“RSUs”) under the Company’s 2016 Equity Incentive Plan (the “Plan”) with a
target value of $150,000. Subject to the Outside Director’s continuing service, each such RSU award will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the regular annual meeting of the
Company’s stockholders held in the year following the date of grant. 

  

	 	2.	 Pro-Rated Annual Equity Award: On the date an Outside Director is first elected or appointed to the
Board, the Outside Director will automatically be granted a pro-rated annual equity award consisting of RSUs under the Plan. Such pro-rated annual equity award will have a target value equal to (i) $150,000, multiplied by (ii) a fraction, the
numerator of which is the number of whole months remaining until the one-year anniversary of the most recent regular annual meeting of stockholders and the denominator of which is 12. Subject to the Outside Director’s continuing service,
each such RSU award will vest in full on the earlier 










	 	
of the one-year anniversary of the date of grant or on the date of the regular annual meeting of the Company’s stockholders following the date of grant. For avoidance of doubt, an
Outside Director who is first elected or appointed to the Board on the date of a regular annual meeting of stockholders will receive the full annual equity award described in section 1 above, without any pro-ration. 


 

	C.	General 

  

	 	1.	The number of RSUs subject to each automatic equity award will be determined by dividing the target equity value allocated to such RSUs by the average closing price of the Company’s Common Stock as reported on
Nasdaq over the thirty trading day period ending on the date of grant, rounded down to the nearest whole share. 

  

	 	2.	Each RSU will be settled by issuing one share of the Company’s common stock upon vesting, unless a deferral program is implemented. 


 

	 	3.	All automatic equity awards will fully vest upon the occurrence of a Change in Control (as defined in the Plan) before the Outside Director’s service terminates. 


 

	 	4.	All equity awards will be subject to the forms of RSU agreement adopted by the Board for use under the Plan consistent with the foregoing.


  
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