EX-10.16





 Exhibit 10.16 

 
 



 
 January 25, 2018 
 Diane
Adams 
 Dear Diane: 
 This letter confirms our previous
conversations regarding the employment opportunity available to you with Sprinklr, Inc. (the “Company”) and sets forth the terms and conditions of that employment. 

1. The Company hereby offers you full-time employment as the Chief Human Resources Officer for Sprinklr commencing on or about Monday, April 2, 2018 (the
“Start Date”). You shall report to Ragy Thomas, CEO. During the period of your employment, you shall (a) devote your entire working time at the direction of the Company or its affiliates, (b) use your best efforts to complete all
assignments, and (c) adhere to the Company’s written procedures and policies in place from time to time. 
 2. Your initial base salary will be at
the rate of $400,000 (Four Hundred Thousand dollars) per year payable in cash in accordance with the Company’s standard payroll schedule for salaried employees, subject to standard withholding and payroll taxes (the “Base Salary”). In
addition, you will be eligible to participate in the variable compensation plan applicable to your role. You will receive further details on the plan when you commence employment, but the target variable compensation will be $200,000 (Two Hundred
Thousand dollars) (the “Incentive Bonus”). The Incentive Bonus is paid annually and will be prorated based on your start date. 
 3. The Company
has established a standard Company stock grant and option plan (the “Plan”). The Company’s Board of Directors has approved that you be granted options to purchase common equity of the Company equal to 500,000 (Five Hundred Thousand)
shares. Such options would be issued at their fair market value set in the Plan and would have an exercise price, vesting schedule and other terms and conditions consistent with the standard terms under such Plan. 

4. The Company will also provide you with a Change of Control Agreement to be effective with your date of hire. A form of such agreement will be presented to
you during your on-boarding. 
 Notwithstanding the foregoing, the vesting of the shares shall accelerate under the
following circumstances. 
  

	 	a)	 In the event that a change of control (as defined in the Plan) occurs within twelve months (12) from the
start date of your employment and you are terminated by the Company (or successor entity in such change of control) within ninety (90) days before, or within twelve (12) months after such change of control for any reason other than Cause
or by you for Good Reason, then immediately upon your termination 50% of the equity grant contemplated in this letter (i.e., 250,000) shares will be deemed fully vested as of the closing date of the change of control. 



  

Page  |  1 

Sprinklr confidential 














 



 
  


	 	b)	 In the event that a change of control (as defined in the Plan) occurs after twelve months (12) months from
the start date of your employment and you are terminated by the Company (or successor entity in such change of control) such change of control for any reason other than Cause or by you for Good Reason, then immediately upon your termination 100% of
the equity grant then outstanding will be deemed fully vested as of the closing date of the change of control. 


 5. In the event that
your at-will employment is terminated by the Company without Cause or by you for Good Reason, the Company will pay you the following amounts, subject to your execution of a separation and release agreement:
(i) six months’ of your Base Salary, payable in accordance with the Company’s payroll practice, (ii) your monthly health and welfare premium for six months or until you obtain alternative coverage, whichever occurs first, and
(iii) your full on-target Annual Incentive for the year in which your employment is terminated, which shall be prorated based on the number of full weeks worked in such year. 

6. You will work from you home office in Raleigh, North Carolina subject to your attendance of meetings at other Company offices and/or at other locations.

 7. During your employment with the Company you will be entitled to participate in all our then current customary employee benefit plans and programs,
subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. The Company reserves the right to change or rescind its benefit plans and programs and alter employee contribution levels in its
discretion. 
 8. By executing this letter below, you agree that during the course of your employment and thereafter that you shall not use or disclose, in
whole or in part, any of the Company’s or its clients’ trade secrets, confidential and proprietary information, including client lists and information, to any person, firm, corporation, or other entity for any reason or purpose whatsoever
other than in the course of your employment with the Company or with the prior written permission of the Company’s Chief Executive Officer or Chief Financial Officer. By executing this letter below, you represent and warrant to the Company that
you have no agreement with, or duty to, any previous employer or other person or entity that would prohibit, prevent, inhibit, limit, or conflict with the performance of your duties to the Company. 

9. This offer of employment with the Company is contingent upon (a) our satisfactory completion of reference and background checks, and (b) proof of
your authorization to work. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry in clause (a) or receive proof under clause (b), you will be deemed to be a conditional employee. 

10. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may
resign from the Company at any time with or without cause, the Company has the right to terminate your employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral,
should be construed as a contract of employment, unless it is signed by both you and the Company’s Chief Executive Officer or Chief Financial Officer, and such agreement is expressly acknowledged as an employment contract. 

  

Page  |  2 

Sprinklr confidential 














 



 
  

 11. This letter together with the NDA and Change of Control Agreement contains the entire understanding
between you and the Company, supersedes all prior agreements and understandings between you and the Company related to your employment, and is governed by the laws of the State of New York. This letter may not be modified, changed or altered except
in writing signed by you and the Company. 
 We hope that you elect to accept this offer of employment. Kindly sign your name at the end of this letter to
signify your understanding and acceptance of these terms and to confirm that no one at the Company has made any other representation to you. The Company welcomes you as an employee and looks forward to a successful relationship in which you will
find your work both challenging and rewarding. 
  

	
	Sincerely,
	
	SPRINKLR, INC.
	
	/s/ Chris Lynch
	Chris Lynch
	Chief Financial Officer


  

	
	Agreed to and Accepted by:
	
	/s/ Diane Adams
	Diane Adams
	
	Date: 1/26/2018


  

Page  |  3 

Sprinklr confidential 













 AMENDMENT TO EMPLOYMENT AGREEMENT 

This Amendment to Employment Agreement (“Amendment”) is entered into as of August 28, 2019, by and between Sprinklr,
Inc., a Delaware corporation (the “Company”) and Diane Adams (“Executive”). 
 WHEREAS, Executive and the
Company are party to a written agreement governing the terms and conditions of Executive’s employment with the Company or one of its affiliates (the “Employment Agreement”); 

WHEREAS, the Company has adopted the Sprinklr, Inc. Severance and Change in Control Plan, effective May 1, 2019 (the “Executive
Severance Plan”); and 
 WHEREAS, Section 1(l) of the Plan provides that the Executive Severance Plan does not apply to an
executive who is party to an individual contractual arrangement with the Company relating to the provision of severance benefits (unless such individual contract has been superseded by the Executive Severance Plan); and 

WHEREAS, the Company and Executive desire to enter into this Amendment to amend certain terms of the Employment Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 

1.    Executive Severance Plan Controls. You agree that any provision of your Employment Agreement regarding
severance and/or change in control benefits are hereby superseded by the Executive Severance Plan, and any such provision of your Employment Agreement shall hereafter have no force or effect. 

2.    Remaining Provisions. Except as expressly modified by this Amendment, the Employment Agreement shall remain
in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written,
relative thereto. 
 3.    Governing Law. This Amendment shall be construed and interpreted in accordance with
the same choice of laws provision that applies under the Employment Agreement. 
 4.    Counterparts. This
Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The parties hereto agree to accept a signed
facsimile or “PDF” copy of this Agreement as a fully binding original. 
 [Signature page follows] 












 Signature Page to Amendment to Employment Agreement. 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. 

 

			
	SPRINKLR, INC.
		
	By	 	 /s/ Ragy Thomas

	Name:	 	Ragy Thomas
	Title:	 	Founder


  

	
	ACCEPTED AND AGREED:
	
	 /s/ Diane Adams

	Diane Adams


  
 5