EX-10.4



 Exhibit 10.4 

UK SUB-PLAN TO THE 

BAZAARVOICE, INC. 
 2012
EQUITY INCENTIVE PLAN 
 STOCK OPTION AWARD AGREEMENT 

Unless otherwise defined herein, the terms defined in the UK Sub-Plan to the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the
“Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”). 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 You have been granted an Unapproved Option to
purchase Common Stock of Bazaarvoice, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: 

Vesting Schedule: 

Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in
accordance with the following schedule: 
 [One fourth
( 1⁄4th) of the shares of Common Stock subject to the Option shall vest on the first anniversary of the Vesting Commencement Date and an additional one
forty-eighth (1/48th) of the total number of shares of Common Stock subject to the Option shall vest on the corresponding day of each month thereafter, or to the extent such a month does not have the corresponding day, on the last day of any
such month, such that the options subject to the Stock Option Grant shall be fully vested as of the four year anniversary of the Vesting Commencement Date, provided that the Participant continues to be a Service Provider (as defined in the
Company’s 2012 Stock Plan) on such dates.] 
 Termination Period: 

This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan. 
 By
Participant’s acceptance of award grant, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option
Grant, attached hereto as Exhibit A, the Joint Election and the Section 431 Election, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan, Award Agreement, the Joint Election and the Section 431 







 
Election. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, Award Agreement the
Joint Election and the Section 431 Election. Participant further agrees to notify the Company upon any change in the residence address indicated below. 







 EXHIBIT A 

TERMS AND CONDITIONS OF STOCK OPTION GRANT 

1. Grant of Option. The Company hereby grants to the Participant named in the Notice of Stock Option Grant attached as Part I of
this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise
Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 17 of the Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. 
 This Option is not intended to
qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). 
 2.
Vesting Schedule. To the extent permitted by Applicable Law, except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares
scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from
the Date of Grant until the date such vesting occurs. 
 3. Administrator Discretion. The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the
Administrator. 
 4. Exercise of Option. 

(a) Right to Exercise. If permitted by Applicable Law, this Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement. 
 (b) Method of
Exercise. This Option is exercisable in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised
(the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. This Option will be deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice, along with a signed Joint Election and signed Section 431 Election in the form set out in Exhibit B hereto, accompanied by such aggregate Exercise Price and any Option Tax Liability and any Secondary NIC Liability. 

5. Method of Payment. Payment of the aggregate Exercise Price and any Option Tax Liability and any Secondary NIC Liability will be by
any of the following, or a combination thereof, at the election of Participant. 







 (a) cash; 

(b) cheque; or 
 (c)
consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan. 
 6.
Tax Obligations. 
 (a) Withholding. In the event that the Company determines that it or any Subsidiary is required to account
to HM Revenue & Customs for the Option Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the exercise of this Option, the Participant, as a condition to the exercise of the Option, shall make
arrangements satisfactory to the Company to enable it or any Subsidiary to satisfy all withholding liabilities. The Participant shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may
arise in connection with the vesting or disposition of Shares purchased by exercising this Option. 
 (b) Tax Consultation.
Participant understands that he or she may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that he or she will consult with any tax advisors Participant deems
appropriate in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company or any Affiliate for any tax advice. 

(c) Section 431 Election. As a further condition of the exercise of this Option, the Participant shall have signed a
Section 431 Election in the form set out in Exhibit B or in such other form as may be determined by HM Revenue & Customs from time to time. 

(d) Employer’s National Insurance Charges. As a further condition of the exercise of an Option under the Plan the Participant
shall join with the Company or any other company or person who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole of any Secondary NIC Liability.

 (e) Participant’s Tax Indemnity. 

(i) Indemnity. To the extent permitted by law, the Participant hereby agrees to indemnify and keep indemnified the Company, and
the Company as trustee for and on behalf of any related corporation, for any Option Tax Liability and Secondary NIC Liability. 
 (ii)
No Obligation to Issue Shares. The Company shall not be obliged to allot and issue any Shares or any interest in Shares pursuant to the exercise of this Option unless and until the Participant has paid to the Company such sum as is, in the
opinion of the Company, sufficient to indemnify the Company in full against the Option Tax Liability and the Secondary NIC Liability, or the Participant has made such other arrangement as in the opinion of the Company will ensure that the full
amount of any Option Tax Liability and any Secondary NIC Liability will be recovered from the Participant within such period as the Company may then determine. 

  
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 (iii) Right of Retention. In the absence of any such other arrangement being made, the
Company shall have the right to retain out of the aggregate number of shares to which the Participant would have otherwise been entitled upon the exercise of this Option, such number of Shares as, in the opinion of the Company, will enable the
Company to sell as agent for the Participant (at the best price which can reasonably expect to be obtained at the time of the sale) and to pay over to the Company sufficient monies out of the net proceeds of sale, after deduction of all fees,
commissions and expenses incurred in relation to such sale, to satisfy the Participant’s liability under such indemnity. 
 (f) Code
Section 409A. To the extent Participant is or becomes subject to U.S. Federal income taxation, this subsection (b) shall apply. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior
to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on
the date of grant (a “Discount Option”) or that covers other than “service recipient stock” (as defined under Code Section 409A) may be considered “deferred compensation.” An Option that is a Discount Option or
that covers other than service recipient stock may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) U.S. Federal income tax, and (iii) potential penalty
and interest charges. The Option may also result in additional state income, penalty and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise
price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant or that the Shares covered by this Option will be classified as service recipient stock in a later examination. Participant agrees that if the IRS
determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant or covers other than service recipient stock, Participant will be solely responsible for
Participant’s costs related to such a determination. 
 7. Acknowledgements. 

(a) Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this
Option Agreement in their entirety has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

(b) The Company (which may or may not be Participant’s Employer) is granting the Option. The Company will administer the Plan from
outside Participant’s country of residence, and an United States law will govern all Options granted under the Plan. The Section 431 Election and the Joint Election shall be governed by the laws of England and Wales. 

  
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 (c) Participant acknowledges that benefits and rights provided under the Plan are wholly
discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Law, the benefits and rights provided under the Plan are not to be considered part of Participant’s
salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits
or rights of any kind. Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (i) the loss or
diminution in value of such rights under the Plan, or (ii) Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination. 

(d) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the
Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at the time of such a grant. The
Company has the right, at any time to amend, suspend or terminate the Plan. 
 (e) The Plan will not be deemed to constitute, and will not
be construed by Participant to constitute, part of the terms and conditions of employment, and the Company will not incur any liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time.

 (f) Participation in the Plan will not be deemed to constitute, and will not be deemed by Participant to constitute, an employment or
employment relationship of any kind with the Company. 
 (g) In the event of termination of Participant’s employment (whether or not in
breach of local employment laws), Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any
notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of
local employment laws), Participant’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of Participant’s active employment and will not be extended by any notice period
mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of his or her Option grant. 

8. Data protection. 
 (a)
By entering into this Option Agreement, and as a condition of the grant of the Option, Participant consents to the collection, use, and transfer of personal data as described in this paragraph to the full extent permitted by and in full compliance
with applicable laws. 

  
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 (i) Participant understands that the Company and its Subsidiaries hold Data about the
Participant for the purpose of managing and administering the Plan. 
 (ii) Participant further understands that the Company and/or its
Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Participant’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer
Data to any Data Recipients. 
 (iii) Participant understands that these Data Recipients may be located in Participant’s country of
residence or elsewhere, such as the United States. Participant authorises the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing
Participant’s participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf, to a broker or third party with whom the
Shares acquired on exercise may be deposited. Where the transfer is to be to a destination outside the European Economic Area, the Company shall take reasonable steps to ensure that the Participant’s personal data continues to be adequately
protected and securely held. 
 (iv) Participant understands that Participant may, at any time, review the Data, request that any necessary
amendments be made to it, or withdraw Participant’s consent herein in writing by contacting the Company. Participant further understands that withdrawing consent may affect Participant’s ability to participate in the Plan. 

9. English Language. Participant has received the terms and conditions of this Option Agreement and any other related communications,
and Participant consents to having received these documents in English. If Participant has received this Option Agreement or any other document related to the Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control. 
 10. Rights as Stockholder. Neither Participant nor any
person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting
such Shares and receipt of dividends and distributions on such Shares. 
 11. No Guarantee of Continued Service. PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF
BEING EMPLOYED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF 

  
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CONTINUED EMPLOYMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER. 
 12.
Additional Terms 
 (a) Participant has no right to compensation or damages for any loss in respect of the Option where such loss
arises (or is claimed to arise), in whole or in part, from the termination of Participant’s employment; or notice to terminate employment given by or to Participant. This exclusion of liability shall apply however termination of employment, or
the giving of notice, is caused other than in a case where a competent tribunal or court, from which there can be no appeal (or which the relevant employing company has decided not to appeal), has found that the cessation of the Participant’s
employment amounted to unfair or constructive dismissal of Participant and however compensation or damages may be claimed. 
 (b)
Participant has no right to compensation or damages for any loss in respect of an Option where such loss arises (or is claimed to arise), in whole or in part, from any company ceasing to be a Subsidiary of the Company; or the transfer of any
business from a Subsidiary of the Company to any person which is not a Subsidiary of the Company. This exclusion of liability shall apply however the change of status of the relevant company, or the transfer of the relevant business, is caused, and
however compensation or damages may be claimed. 
 13. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company, in care of Stock Administration at Bazaarvoice, Inc. at 3900 N. Capital of Texas Highway, Suite 300, Austin, Texas 78746, or at such other address as the Company may hereafter designate in
writing. 
 14. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than on the
Participant’s death only to the Participant’s Personal Representative and may be exercised during the lifetime of Participant only by Participant. 

15. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 16.
Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any applicable law, or the consent
or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification,
consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any applicable law or securities exchange and to obtain any such
consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.


  
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 17. Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning
set forth in the Plan. 
 18. Administrator Authority. The Administrator will have the power to interpret the Plan and this Award
Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares
subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the
Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the
Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

20. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of
this Award Agreement. 
 21. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. 

22. Modifications to the Agreement. This Award Agreement, the Plan, the Section 431 Election and the Joint Election constitute the
entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein.
Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income
recognition under Section 409A in connection to this Option. 
 23. Amendment, Suspension or Termination of the Plan. By
accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time. 

  
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 24. Governing Law. This Award Agreement will be governed by the laws of the State of
Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas,
and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where this Option is made and/or to be performed. The
Section 431 Election and Joint Election shall be governed by the laws of England and Wales. 
  

					
	PARTICIPANT				BAZAARVOICE, INC.
			
	  
				  

	Signature				By
			
	  
				  

	Print Name				Print Name
			
	  
				  

					Title
			
	  
				
	Residence Address				


  
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 EXHIBIT B 

SECTION 431 ELECTION 

  
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