EX-10.8





 Exhibit 10.8 

COUCHBASE, INC. 
 CHANGE
IN CONTROL AND SEVERANCE POLICY 
 (Adopted and effective on June 16, 2021) 

This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select
group of designated key employees of Couchbase, Inc. (“Couchbase” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under the circumstances described in this Policy. The
Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document
and the required summary plan description for the Policy. 
 1.    Eligible Employee. An individual is only
eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms. An “Eligible Employee” is an employee of the Company or any subsidiary of the Company who has (a) been designated by
the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) executed a participation agreement in the form
attached hereto as Exhibit A (a “Participation Agreement”). Failure to comply with the terms of an individual’s Participation Agreement will result in that individual not being an Eligible Employee. 

2.    Policy Benefits. An Eligible Employee will be eligible to receive the payments and benefits under this Policy
and his or her Participation Agreement upon his or her Qualified Termination. The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified
Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse
taxation under Section 409A. 
 3.    Equity Vesting. On a Qualified Termination, the applicable percentage
(set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding time-based equity awards will immediately vest and, in the case of options and stock
appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of a time-based equity award may vest and become exercisable pursuant to this provision). Any restricted stock
units or similar full value awards that vest under this paragraph will be settled on the 61st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an
Eligible Employee’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Eligible Employee’s outstanding time-based equity awards will remain outstanding for 30 days so that any additional benefits
due on a Qualified Termination can be provided if a Change in Control occurs within 30 days following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain
outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within 30 days after a Qualified Termination, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited
permanently without having vested. Any accelerated vesting of an Eligible Employee’s outstanding performance-based equity awards upon a Qualified Termination will be determined by the terms of the award agreement for each such equity award.













 4.    Salary Severance. On a Qualified Termination, an Eligible
Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid in
cash at the time(s) specified in his or her Participation Agreement. 
 5.    Bonus Severance. To the extent
specified in his or her Participation Agreement, on a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to the Eligible Employee’s annual bonus. If applicable, the Eligible
Employee’s bonus severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement. 

6.    COBRA Benefit. On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to
continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his
or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s
eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). 

7.    Death of Eligible Employee. If the Eligible Employee dies after a Qualified Termination and before all
payments or benefits he or she is entitled to receive under this Policy have been paid, then (i) COBRA Coverage (or COBRA Replacement Payments) to the Eligible Employee will immediately cease and (ii) any such unpaid Salary Severance,
Bonus Severance, or Equity Vesting will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or
her death. 
 8.    Recoupment. If the Company discovers after the Eligible Employee’s receipt of payments
or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted
under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (and any financial gain derived from such payments or benefits). 

9.    Release. The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified
Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no
later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the
Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and
irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination
under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible
Employee’s Participation Agreement or to the extent that payments are delayed under 

  
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the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the
Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being
paid or provided as originally scheduled. 
 10.    Section 409A. The Company intends that all payments and
benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that
none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any,
under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or
otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified
employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the
Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or
advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid
income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is a separate payment for purposes of U.S. Treasury
Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him, including as a result of Section 409A. 

11.    Parachute Payments. 

(a)    Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment
or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within
the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount.
The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts,
taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount
notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in
the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to
Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and
(B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting 

  
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equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity
awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of a Participant’s equity awards. 

(b)    Determination of Excise Tax Liability. The Company will select a professional services firm to make all of
the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the
event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these
paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the
Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may
reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no
liability to the Eligible Employee for the determinations of the firm. 
 12.    Administration. The Policy will
be administered by the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board or its delegate, but only to the extent of such delegation of authority or responsibility (in each case, an
“Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the
Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “named fiduciary” and
“plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. The Administrator may, in its sole discretion and on such terms and conditions as it may
provide, delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Policy. 

13.    Attorneys’ Fees. The Company and each Eligible Employee will bear their own attorneys’ fees
incurred in connection with any disputes between them. 
 14.    Exclusive Benefits. Except as may be set forth
in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits to be paid to the Eligible
Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any
severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in the Eligible Employee’s Participation Agreement. 

15.    Tax Obligations. All payments and benefits under this Policy will be paid less applicable withholding taxes.
The Company is authorized to withhold from any payments or benefits all U.S. federal, state, local and/or non-U.S. taxes required to be withheld therefrom and any other required payroll


  
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deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible
for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments. 

16.    Term. Subject to the terms of this paragraph, this Policy will have a term of 3 years commencing on the
Effective Date (the “Term”) unless the Board or the Compensation Committee, as applicable, decides to sooner terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to an earlier
termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its
terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination. Further, if a Change in Control occurs when there are fewer than 6 months remaining during the
Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an
initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date
of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but
such extension of the Term will only apply with respect to the Initial Grounds. 
 17.    Amendment. Subject to
this Section 17, the Board or the Compensation Committee may amend the Policy in writing at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee
or on any other individual. Any amendment to the Policy that (a) causes an individual to cease to be a Eligible Employee, or (b) reduces or alters to the detriment of the Eligible Employee the Severance Benefits potentially payable to the
Eligible Employee (including, without limitation, imposing additional conditions or modifying the timing of payment) (an amendment described in clause (a) and/or clause (b) being an “adverse amendment or termination”), will be
effective only if it is approved by the Company and communicated to the affected individual(s) in writing more than 18 months before the effective date of the adverse amendment or termination. Once a Participant has incurred a Qualified Termination,
no amendment or termination of the Policy may, without that Participant’s written consent, reduce or alter to the detriment of the Participant, the Severance Benefits payable to the Participant. In addition and notwithstanding the preceding,
beginning on the date that the Change in Control Period begins, the Company may not, without a Participant’s written consent, amend or terminate the Policy in any way, nor take any other action under the Policy, which (i) prevents that
Eligible Employee from becoming eligible for Severance Benefits, or (ii) reduces or alters to the detriment of the Eligible Employee the Severance Benefits payable, or potentially payable, to the Eligible Employee (including, without
limitation, imposing additional conditions). Any action of the Company in amending or terminating the Policy will be taken in a non-fiduciary capacity. 

18.    Claims Procedure. Any Eligible Employee who believes he or she is entitled to any payment under the Policy
may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the
denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the 

  
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denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the
extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to
render its decision on the claim. 
 19.    Appeal Procedure. If the claimant’s claim is denied, the
claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their
claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit
issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or
representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the
claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement
that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under
Section 502(a) of ERISA. 
 20.    Successors. Any successor to the Company of all or substantially all of
the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) must assume the obligations under the Policy and agree expressly to perform the obligations under
the Policy 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. For all purposes under the Policy, the term “Company” will include any successor to the
Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise. 

21.    Applicable Law. The provisions of the Policy will be construed, administered, and enforced in accordance
with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions). 

22.    Definitions. Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following
terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement: 

(a)    “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior
to his or her Qualified Termination (or if the termination is due to a resignation in a Constructive Termination based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such
reduction) or, if the Eligible Employee’s Qualified Termination occurs following the Change in Control, at the level in effect immediately prior to the Change in Control if the pre-Change in Control
amount is greater. 
 (b)    “Board” means the Board of Directors of the Company. 

(c)    “Cause” means, with respect to an Eligible Employee, the occurrence of any of the following:
(i) the Eligible Employee’s engaging in illegal or unethical conduct that was or is reasonably 

  
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likely to be materially injurious to the business or reputation of the Company or its subsidiaries; (ii) the Eligible Employee’s violation of a federal or state law or regulation
materially applicable to the Company’s business; (iii) the Eligible Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company;
(iv) the Eligible Employee’s being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of
material property belonging to, the Company or its subsidiaries; (v) the Eligible Employee’s repeated failure to substantially perform his or her duties and responsibilities to the Company after written notification by the Board of such
failure and an opportunity to cure such failure within 30 days, (vi) the Eligible Employee’s material breach of any of his or her fiduciary duties to the Company; or (vii) the Eligible Employee’s failure to reasonably cooperate
in any audit or investigation of the business or financial practices of the Company. 
 (d)    “Change in
Control” means the occurrence of any of the following events: 
 (i) A change in the ownership of the Company which occurs
on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent
(50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, (A) the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of
the total voting power of the stock of the Company will not be considered a Change in Control, and (B) if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership,
in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, the direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power
of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an
interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities;
or 
 (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is
considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or
has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the
total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a
substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of
the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting


  
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power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all
the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this
subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 
 Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or
final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. 

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
jurisdiction of the Company’s incorporation, or (ii) its sole purpose is 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. 
 (e)    “Change in Control Period” will mean the period beginning 30 days prior to and
ending 12 months following a Change in Control. 
 (f)    “COBRA” means the Consolidated Omnibus
Budget Reconciliation Act of 1985. 
 (g)    “Code” means the Internal Revenue Code of 1986. 

(h)    “Constructive Termination” has the meaning
set forth in the Eligible Employee’s Participation Agreement. 
 (i)    “Disability” means the
total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under
such plan also will be considered “Disability” for purposes of this Policy. 
 (j)    “Exchange
Act” means the Securities and Exchange Act of 1934. 
 (k)    “Qualified Termination” has the
meaning set forth in the Eligible Employee’s Participation Agreement. 
 (l)    “Severance
Benefits” means Salary Severance, Bonus Severance, or Equity Vesting. 

  
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 Additional Information: 

 

			
	Plan Name:	  	Couchbase, Inc. Change in Control and Severance Policy
		
	Plan Sponsor:	  	Couchbase, Inc.
		  	3250 Olcott Street
		  	Santa Clara, CA 95054
		
	Identification Numbers:	  	26-3576987
		
	Plan Year:	  	Company’s Fiscal Year
		
	Plan Administrator:	  	Couchbase, Inc.
		  	Attention:     Administrator of the Couchbase, Inc. Change in Control and Severance Policy
		  	3250 Olcott Street
		  	Santa Clara, CA 95054
		
	Agent for Service of Legal Process:	  	Couchbase, Inc.
		  	Attention:     Chief Legal Officer
		  	3250 Olcott Street
		  	Santa Clara, CA 95054
		
		  	Service of process may also be made upon the Plan Administrator.
		
	Type of Plan	  	Severance Plan/Employee Welfare Benefit Plan
		
	Plan Costs	  	The cost of the Policy is paid by the Company.



  
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 Statement of ERISA Rights: 

Eligible Employees have certain rights and protections under ERISA: 

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as
the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department. 

They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made
for such copies. 
 In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the
Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an
Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written
explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.) 

Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not
receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the
materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen
that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court. 

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay
these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous. 

If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this
statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone
directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Employee may also obtain certain publications
about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 

  
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 CEO 

EXHIBIT A 

Change in Control and Severance Policy 

Participation Agreement 

This Participation Agreement (“Agreement”) is made and entered into by and between [●] on the one hand, and Couchbase,
Inc. (the “Company”) on the other. 
 You have been designated as eligible to participate in the Policy, a copy of which is
attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy. 

“Qualified Termination” means a termination of your employment by the Company (or any of its subsidiaries) other than
for Cause, death, or Disability or by you due to a Constructive Termination, in either case (i) during the Change in Control Period (a “CIC Qualified Termination”) or (ii) outside the Change in Control Period (a “Non-CIC Qualified Termination”). 
 “Constructive Termination” means your
resignation in accordance with the next sentence after the occurrence of one or more of the following events without your express written consent: (i) the assignment to you of any authority, duties or responsibilities or the reduction of the
your authority, duties or responsibilities, either of which results in a material diminution in the your authority, duties or responsibilities at the Company as in effect immediately prior to the Change in Control Period, unless you are provided
with a comparable position (i.e., a position of equal or greater organizational level, duties, authority and status); provided, however, that ceasing to hold the CEO position at either the parent level of the surviving entity or at the highest level
of the acquiring company during the Change in Control Period will constitute such a material diminution in your authority, duties or responsibilities unless you are provided with a comparable position (i.e., a position of equal or greater
organizational level, duties, authority and status); (ii) a material reduction of more than 10% of your then-current on-target cash compensation (including Base Salary, target annual bonus and, if applicable,
Commission Target), other than as part of a single, across-the-board proportional compensation reduction applicable to all officers of the Company and approved by the
Board or the Compensation Committee; (iii) a material reduction in your employee benefits (including but not limited to medical, dental, insurance, short- and long-term disability insurance and 401k retirement plan benefits) to which you are
entitled immediately prior to such reduction (iv) a relocation of your principal work location to a location that increases your one-way commute from your principal residence at the time of the Change in
Control by more than 30 miles as compared to where you perform duties immediately prior to the Change in Control; and (v) the failure of the Company to obtain the assumption of the material obligations of the your employment offer letter (or
employment agreement) with the Company by any successors. In order for your resignation to be a Constructive Termination, you must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds
for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of written notice (the “Cure Period”), such
grounds must not have been cured during such time, and you must terminate your employment within 30 days following the Cure Period. As used in this definition, “Company” includes any successor to the Company pursuant to a Change in
Control. 

  
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 CEO 
  

 Non-CIC Qualified Termination 

 

	•	 	 Equity Vesting: None. 



 

	•	 	 Salary Severance: Your percentage of Base Salary will be 100%, payable over 12 months following your
Qualified Termination. 


  

	•	 	 Bonus Severance: None. 



 

	•	 	 COBRA Coverage: The Company will pay for your COBRA continuation coverage for up to 12 months.



 CIC Qualified Termination 
  

	•	 	 Equity Vesting: Your equity vesting benefit will be 100% (time-based awards). 



 

	•	 	 Salary Severance: Your percentage of Base Salary will be 100%, payable in a
lump-sum. 


  

	•	 	 Bonus Severance: You will receive a lump-sum payment equal to 100%
of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occurs. 


  

	•	 	 COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments,
as applicable) for up to 12 months. 


 Release 

All payments are subject to the continued compliance with the Release and all the covenants therein. The Release shall provide for concurrence
between Eligible Employee’s non-solicitation covenants and the number of months of Eligible Employee’s severance term. 

Non-Duplication of Payment or Benefits 

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance
payments and benefits payable on a Non-CIC Qualified Termination under this Policy and the Agreement and (ii) a Change in Control occurs within the 30 day period following the Eligible
Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or
benefits under this Policy in connection with his or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable,
otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified
Termination. 
 Other Provisions 

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and
supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control
provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. 

  
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 CEO 
  

 This Agreement may be executed in counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument. 
 By its signature below, each of the parties signifies its acceptance
of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below. 
  

			
	COUCHBASE, INC.	  	ELIGIBLE EMPLOYEE
		
	By:                                     
                                    	  	By:                                     
                                    
		
	Signature:                                    
                          	  	Signature:                                    
                          
		
	Date:                                     
                                 	  	Date:                                     
                                 


  
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 Executive Staff 

EXHIBIT B 

Change in Control and Severance Policy 

Participation Agreement 

This Participation Agreement (“Agreement”) is made and entered into by and between [●] on the one hand, and
Couchbase, Inc. (the “Company”) on the other. 
 You have been designated as eligible to participate in the Policy, a copy
of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy. 

“Qualified Termination” means either (i) a termination of your employment by the Company (or any of its
subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or (ii) a termination of your employment
by the Company (or any of its subsidiaries) other than for Cause, death, or Disability outside the Change in Control Period (a “Non-CIC Qualified Termination”). 

“Constructive Termination” means your resignation in accordance with the next sentence after the occurrence of one or more of
the following events without your express written consent: (i) a material reduction of your duties, position or responsibilities; provided, however, that ceasing to hold the [TITLE] position at either the parent level of the surviving entity or
at the highest level of the acquiring company during the Change in Control Period will constitute such a material diminution in your authority, duties or responsibilities unless you are provided with a comparable position (i.e., a position of equal
or greater organizational level, duties, authority and status); (ii) a material reduction of more than 10% of your then-current on-target cash compensation (including Base Salary, target annual bonus and, if
applicable, Commission Target), other than as part of a single, across-the-board proportional compensation reduction applicable to all officers of the Company and
approved by the Board or the Compensation Committee; (iii) a material reduction in your employee benefits (including but not limited to medical, dental, insurance, short- and long-term disability insurance and 401k retirement plan benefits) to
which you are entitled immediately prior to such reduction (iv) a relocation of the Company’s principal corporate offices to a location greater than 30 miles from its current location; and (v) the failure of the Company to obtain the
assumption of the material obligations of the your employment offer letter (or employment agreement) with the Company by any successors. In order for your resignation to be a Constructive Termination, you must not resign without first providing the
Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days
following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and you must terminate your employment within 30 days following the Cure Period. As used in this definition,
“Company” includes any successor to the Company pursuant to a Change in Control. 

  
 1 














 Executive Staff 

 

 Non-CIC Qualified Termination 

 

	 	•	 	 Equity Vesting: None. 



 

	 	•	 	 Salary Severance: The amount of the Salary Severance will vary based on Eligible Employee’s time of
service with the Company, or tenure, through the date of the Qualified Termination as follows: 


  

	 	•	 	 For tenure less than 2 years, your percentage of Base Salary will be 50%, payable over 6 months following your
Qualified Termination. 


  

	 	•	 	 For tenure equal to or greater than 2 years, but less than 3 years, your percentage of Base Salary will be 75%,
payable over 9 months following your Qualified Termination. 


  

	 	•	 	 For tenure equal to or greater than 3 years, your percentage of Base Salary will be 100%, payable over 12 months
following your Qualified Termination. 


  

	 	•	 	 Bonus Severance: None. 



 

	 	•	 	 COBRA Coverage: The Company will pay for your COBRA continuation coverage for up to the same number of
months as the applicable Salary Severance term. 


 CIC Qualified Termination 

 

	 	•	 	 Equity Vesting: Your equity vesting benefit will be 100% (time-based awards). 



 

	 	•	 	 Salary Severance: Your percentage of Base Salary will be 100%, payable in a
lump-sum. 


  

	 	•	 	 Bonus Severance: You will receive a lump-sum payment equal to the pro-rata portion of your target annual bonus (based on the number of full months you have worked during the fiscal year in which your Qualified Termination occurs). 



 

	 	•	 	 COBRA Coverage: The Company will pay for your COBRA continuation coverage for up to 12 months.



 Release 
 All
payments are subject to the continued compliance with the Release and all the covenants therein. The Release shall provide for concurrence between Eligible Employee’s non-solicitation covenants and the
number of months of Eligible Employee’s severance term. 
 Non-Duplication of Payment or Benefits 

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance
payments and benefits payable on a Non-CIC Qualified Termination under this Policy and the Agreement and (ii) a Change in Control occurs within the 30 day period following the Eligible
Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or
benefits under this Policy in connection with his 

  
 2 














 Executive Staff 

 

 
or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable,
otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified
Termination. 
 Other Provisions 

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and
supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control
provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. 
 This Agreement
may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly
authorized officer effective as of the last date set forth below. 
  

			
	COUCHBASE, INC.	  	ELIGIBLE EMPLOYEE
		
	By:                                     
                                    	  	By:                                     
                                    
		
	Signature:                                    
                          	  	Signature:                                    
                          
		
	Date:                                     
                                 	  	Date:                                     
                                 


  
 3