exv10w28






Exhibit 10.28




QLIK TECHNOLOGIES INC.

OMNIBUS STOCK OPTION AND AWARD PLAN




And



2004 SUB-PLAN FOR THE UNITED KINGDOM



(1) Qlik Technologies Inc.



(2) QlikTech UK Limited



and



(3) Les Bonney



 



ENTERPRISE MANAGEMENT INCENTIVES

STOCK OPTION AWARD AGREEMENT

 







	THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE PURCHASED
UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY “US PERSON” (WITHIN THE
MEANING OF REGULATION S UNDER THE ACT) UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS
WITH RESPECT TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.





 









 










THIS AGREEMENT is made as of October 31, 2007.



BETWEEN:





	(1)	 	Qlik Technologies Inc., a Delaware corporation, care of Corporation Trust Company, 1209
Orange Street, Wilmington, New Castle (the “Corporation”)
	 
	(2)	 	QlikTech UK Limited Incorporated in England and Wales under company number 05292408 of
Seckloe House, 101 North 13th Street, Milton Keynes MK9 3NX (the “Company”);
and
	 
	(3)	 	Les Bonney,                                                             , Great Britain, (“Participant”).




PRELIMINARY:





	(A)	 	The Corporation and the Company intend to retain, incentivise and motivate the Participant.
	 
	(B)	 	The Corporation has determined to grant to the Participant an option to acquire 252,842
Shares on the terms set out in this Agreement (“Option”).
	 
	(C)	 	The Corporation and the Company intend that this Agreement forms part of an employees’
share scheme within the meaning of section 743 of the Companies Act 1985 and this Option
is granted pursuant to the rules of the Qlik Technologies Inc. 2004 Sub-Plan for the
United Kingdom (the “Sub-Plan”). The rules of the Sub-Plan are legally binding
and are incorporated in the Option.
	 
	(D)	 	The Option is granted under Schedule 5 to the Income Tax (Earnings and Pensions) Act
2003.
	 
	(E)	 	The Participant is an Eligible Employee.





Statement of Purpose




     The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation
or a Subsidiary. To recognize this service and to provide an incentive for future service,
the Participant is hereby granted an Option to purchase shares of the Corporation’s Series A
Common Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus Stock Option and
Award Plan (the “Plan”) as amended by the Sub-Plan. In that regard, the Corporation
and the Participant desire to restrict the sale of the shares of the Corporation’s
Series A Common Stock issuable to the Participant upon exercise of the option
granted hereunder to provide for the repurchase of such shares in certain instances on the
terms and conditions hereinafter set forth. Capitalized terms used and not otherwise defined
in this Agreement shall have the meanings set forth in the Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as follows:



 









 





     1.     Award. The Participant is hereby granted the option to purchase 252,842
shares of the Corporation’s Series A Common Stock (the “Option”). The Option Period shall
commence on October 31st, 2007, and shall terminate on October 30th,
2017. The Option Price shall be US$1,65 per share.



     2.     Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following
schedule (purchases may be cumulative); provided, that as of each such date the Participant
is still employed by the Corporation or a Subsidiary:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	 	 	 	 	Percentage	 	Number Of Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	October 1
	 	 	2008	 	 	 	25,00	%	 	 	63211	 
	January 1
	 	 	2009	 	 	 	6,25	%	 	 	15802	 
	April 1
	 	 	2009	 	 	 	6,25	%	 	 	15802	 
	July 1
	 	 	2009	 	 	 	6,25	%	 	 	15802	 
	October 1
	 	 	2009	 	 	 	6,25	%	 	 	15802	 
	January 1
	 	 	2010	 	 	 	6,25	%	 	 	15802	 
	April 1
	 	 	2010	 	 	 	6,25	%	 	 	15802	 
	July 1
	 	 	2010	 	 	 	6,25	%	 	 	15802	 
	October 1
	 	 	2010	 	 	 	6,25	%	 	 	15802	 
	January 1
	 	 	2011	 	 	 	6,25	%	 	 	15802	 
	April 1
	 	 	2011	 	 	 	6,25	%	 	 	15802	 
	July 1
	 	 	2011	 	 	 	6,25	%	 	 	15802	 
	October 1
	 	 	2011	 	 	 	6,25	%	 	 	15802	 






     3.     Termination of Options.



     (a)     The Option may not be exercised after the expiration of the Option Period and is
only exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall
terminate and be of no force or effect upon the expiration of the Option Period. In
addition, if the Participant has a Termination of Service during the Option Period for any
reason, the unvested portion of the Option shall terminate.



     (b)     Subject to the limitations set forth in this Agreement and in the Plan, the
Participant may exercise the vested portion of the Option in whole or in part at any time or
from time to time from the Grant Date until the first to occur of:




     (i)     three months following the date of the Participant’s Termination of Service
for any reason other than death or Disability;




     (ii)     one year following the date of the Participant’s death, if an employee at
the time of death (during which one year period the Option may be exercised (to the
extent otherwise exercisable) by the person to whom the Participant’s rights hereunder
shall have passed by will or by the laws of descent and distribution (hereinafter, a
“Successor”));




     (iii)     one year following the date of the Participant’s Termination of Service due
to Disability; or



 









 






     (iv)     the expiration of the Option Period.



     4.     Exercise of Options.



     (a)     Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by
the Participant (or, if applicable, by the Participant’s Successors); (ii) state the number
of shares with respect to which the Option is being exercised; and (iii) contain such other
information as the Committee may require.



     (b)     Payment of Option Price. Payment in full of the Option Price shall be made
at the time of the written notice of exercise of the Option: (i) in cash or by check payable
to the order of the Corporation; (ii) by delivery of shares of Series A Common Stock already
owned by and in the Participant’s possession; or (iii) any combination thereof. Shares of
Series A Common Stock which the Participant previously held and surrendered in accordance
with rules and regulations adopted by the Committee for the purpose of making full or partial
payment of the Option Price shall be valued for such purpose at the Fair Market Value thereof
on the date the Option, or portion thereof, is exercised.



     (c)     Conditions to Exercise. As a condition to the exercise of the Option and
the issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:




     (i)     require the Participant to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation and make
any representation or warranty with respect thereto as may be requested by the
Corporation; and




     (ii)     obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound
with respect to any transfer or other restrictions that may be contained in
any agreement among, or restricting the rights of, the Corporation’s Series A Common
Stock stockholders at the time of exercise, or with respect to any restrictions
imposed upon stockholders by underwriters in connection with a public offering
referred to in Section 9 and the Participant hereby agrees to adhere to and be bound
by any such agreements or undertakings in force at the time of his exercise of the
Option.



     (d)     Certificates. As soon as practicable after each of the Participant’s notice
of exercise described in Section 4(a) above and receipt of the Option Price have been
received by the Corporation and any condition of the exercise described in 4(c) above have
been fulfilled, the Corporation shall deliver to the Participant a stock certificate
registered in the Participant’s name representing the shares of Series A Common Stock to be
issued under the Option.



     (e)     Acceleration. If the Company meets or exceeds the budgeted revenues
established by the Company’s Board of Directors for fiscal year 2008, the Option vesting
schedule set forth in Section 2 above shall be accelerated by a period of 12 months, so that
all shares subject to the Option shall be vested and subject to exercise on October 1, 2010.
Furthermore, if, within the one-year period following a Change of Control, there is a
Termination of Service with respect to the



 









 




Participant due to the termination of the Participant’s employment by the Corporation
without Cause (as defined in Section 6(c) below), the Option vesting schedule set forth in
Section 2 above shall be accelerated so that one half of the portion of the Option that is
unvested on the date of such Termination of Service shall be vested and exercisable.




     5.     Representations of Participant. The Participant represents and agrees as
follows:



     (a)     Ownership of Shares. Following exercise of all or a portion of the Option,
the Participant will be the owner of the shares of the Series A Common Stock of the
Corporation issued upon exercise (the “Award Shares”), free and clear of any liens or
encumbrances, except for restrictions set forth in the Plan, any agreement among the Series A
Common Stock stockholders, or otherwise referenced herein. The Participant agrees that this
Agreement shall be applicable to such Award Shares.



     (b)     No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S.
person within the meaning of Regulation S under the United States Securities Act of 1933, as
amended (the “Act”). The Participant acknowledges that, in addition to the
restrictions on transfer contained in this Agreement, the Participant has been informed by the
Corporation that, inasmuch as the Option and the Award Shares have not been registered under
the Act, such securities must be held indefinitely unless sold in accordance with Regulation S
under the Act, subsequently registered or an exemption from registration is available, and
the Participant may not engage in hedging transactions with regard to such securities unless
in compliance with the Act. The Participant further acknowledges that the Corporation is
under no obligation either to register the Award Shares or the Option or to take any action to
make available any exemption from registration or to supply any information to facilitate
sales of such securities. The Participant represents and warrants that the Option is, and any
Award Shares will be, acquired by the Participant for investment and not with a view to the
distribution thereof and that, under no circumstances, shall such securities be transferred in
violation of federal or state securities laws. The Participant further agrees that there
shall be either lodged with any stock transfer agent for the Corporation or noted on the stock
transfer records of the Corporation a stop transfer order against the Award Shares and that
there shall be imprinted upon the certificate or certificates issued to the Participant
evidencing such Award Shares a legend reading substantially as follows:






	 	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”




 









 











     6.     Corporation’s Right to Repurchase Award Shares following Termination of
Service.



     (a)     If there is a Termination of Service with respect to the Participant for any reason
at anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



     (b)     The Corporation’s right to repurchase Award Shares following the Participant’s
Termination of Service as provided in Section 6(a) above may be exercised in whole or in part
by the Corporation, if at all, by the Corporation’s delivery to the Participant, within the
one hundred twenty (120) days following the Termination of Service, of written notice of the
Corporation’s election to exercise. Such notice shall set forth the number of Award Shares
to be purchased and the date and time of closing of the purchase; provided that the date
specified for closing shall not be less than ten (10) days nor more than thirty (30) days from
the date of the notice of election to exercise. To the extent the Corporation does not
initially elect to purchase all of the Award Shares hereunder in its first written notice of
election to exercise, the Corporation may, within the 120-day period specified herein, elect
to exercise its right to purchase any remaining Award Shares by delivering to the Participant
an additional written notice(s) of election to exercise in the manner provided above;
provided, however, that unless otherwise agreed by the parties, the closing date for all
purchases under this Section 6 shall be on the closing date set forth in the initial notice.
On or before the closing set forth in the notice(s) of election to exercise, the Participant
shall deliver to the Corporation the certificates representing the Award Shares being
purchased, duly endorsed for transfer to the Corporation, together with such additional
documents or instruments of transfer as the Corporation may request, in accordance with such
notice. The Corporation shall thereafter promptly send to the Participant payment for such
purchase by check or wire transfer based on a per share purchase price determined as follows:




     (i)     Termination of Service for Any Reason Other than Termination for
Cause. If the Participant’s Termination of Service is for any reason other than
the termination of the participant’s employment at any time by the Corporation with
Cause (as defined below), including, without limitation, the Participant’s death,
Disability, or voluntary termination by the Participant of his or her employment with
the Corporation, then the per share purchase price of the Award Shares shall be their
Fair Market Value.




     (ii)     Termination of Service Due to Participant’s Termination for Cause.
If the Participant’s Termination of Service is due to the termination of the
Participant’s employment at any time by the Corporation with Cause, then the per share
price of the Award Shares shall be the Option Price per share paid by the Participant
for such Award Shares, as adjusted for any stock splits, stock dividends,
recapitalizations or the like (the “Participant’s Original Cost”).



     (c)     Definition of “Cause”. For purposes of this Agreement, the term “Cause”
shall mean termination with the approval of the Board: (i) because of willful misconduct of a
material nature by the Participant in connection with the performance of the Participant’s
duties as an employee; (ii) because of the Participant’s use of alcohol or illegal drugs that
affects the Participant’s ability to perform his or her assigned duties as an employee; (iii)
because of the Participant’s conviction of a felony or serious misdemeanor involving moral
turpitude; (iv) because of the Participant’s



 









 




embezzlement or theft from the Corporation; (v) because of the participant’s gross
inattention to or dereliction of duty; or (vi) because of performance by the Participant of
any other willful act(s) which the Participant knew or reasonably should have known would be
materially detrimental to the Corporation; provided, however, that prior to
the determination by the Board that “Cause” as described in clause (i), (v) or (vi) above has
occurred, the Board shall (A) provide to the Participant in writing, in reasonable detail, the
reasons for the Board’s determination that such “Cause” exists, (B) afford the Participant a
reasonable opportunity to remedy any such breach, (C) provide the Participant an opportunity
to be heard at the Board meeting where the final decision to terminate the Participant’s
employment hereunder for such “Cause” is to be considered, and (D) make any decision that such
“Cause” exists in good faith.




     7.     Corporation’s Right of First Refusal.



     (a)     If at any time the Participant proposes to Transfer (as defined in Section 7(g)
below) any Award Shares (including, without limitation, any securities acquired upon
conversion thereof or by way of any stock split, stock dividend, recapitalization or the
like), then the Participant shall promptly give the Corporation advance written notice of the
Participant’s intention to make the Transfer (the “Transfer Notice”). The Transfer Notice
shall include: (i) a description of the Award Shares to be transferred (the “Offered Shares”),
(ii) the name(s) and address(es) of the prospective transferee(s), (iii) the consideration,
and (iv) the material terms and conditions upon which the proposed Transfer is to be made.
The Transfer Notice shall certify that the Participant has received a bona fide firm offer
from the prospective transferee(s) and in good faith believes a binding agreement for the
Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice
shall also include a copy of any written proposal, term sheet or letter of intent or other
agreement relating to the proposed Transfer. In the event that the transfer is being made
pursuant to the provisions of Section 7(e), the Transfer Notice shall state under which
specific subsection the Transfer is being made.



     (b)     The Corporation shall have the right, but not the obligation, for a period of thirty
(30) days from receipt by the Corporation of the Transfer Notice to elect to purchase the
Offered Shares at the same price and subject to the same material terms and conditions as
described in the Transfer Notice. The Corporation may exercise such purchase option and
purchase all or any portion of the Offered Shares by notifying the Participant in writing
before expiration of such thirty (30) day period as to the number of such Offered Shares that
the Corporation wishes to purchase. If the Corporation gives the Participant notice that it
desires to purchase such shares, then payment for the Offered Shares shall be by check or wire
transfer, against delivery of the Offered Shares to be purchased at a place agreed upon
between the parties and at the time of the scheduled closing therefor, which shall be no later
than sixty (60) days after receipt by the Corporation of the Transfer Notice, unless the
Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or
unless the value of the purchase price has not yet been established pursuant to Section 7(c).



     (c)     Should the purchase price specified in the Transfer Notice be payable in property
other than cash or evidences of indebtedness, the Corporation shall have the right to pay the
purchase price in the form of cash equal in amount to the fair market value of such property.
If the Participant and the Corporation cannot agree on such cash value within thirty (30) days
after receipt by the Corporation of the Transfer Notice, the valuation shall be made by an
appraiser of recognized standing in the United States selected by the Participant and the
Corporation or, if they cannot agree on an appraiser within forty (40) days after receipt by
the Corporation of the Transfer



 









 




Notice, each shall select an appraiser of recognized standing in the United States and
those appraisers shall designate a third appraiser of recognized standing in the United
States, whose appraisal shall be determinative of such value. The cost of such appraisal
shall be shared equally by the Participant and the Corporation. If the time for the closing
of the Corporation’s purchase has expired but the determination of the value of the purchase
price offered by the prospective transferee(s) has not been finalized, then such closing shall
be held on or prior to the tenth business day after such valuation shall have been made
pursuant to this Section 7(c).




     (d)     To the extent that the Corporation has not exercised its right to purchase the
Offered Shares within the time periods specified in Section 7(b), the Participant shall have a
period of thirty (30) days from the expiration of such right in which to sell the Offered
Shares, upon terms and conditions (including the purchase price) no more favorable than those
specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer
Notice. The third-party transferee(s) shall acquire the Offered Shares subject to the
Corporation’s continued right of first refusal under this Agreement and must agree in writing
to be bound with respect thereto and the Participant will procure that the third party
transferee(s) shall adhere to and be bound by any such agreements or undertakings in force at
the time of transfer with respect to any Transfer or other restrictions that may be contained
in any agreement among, or restricting the rights of, the Corporation’s Series A Common Stock
stockholders. In the event the Participant does not consummate the sale or disposition of the
Offered Shares within the thirty (30) day period from the expiration of this right, the
Corporation’s first refusal right shall continue to be applicable to any subsequent
disposition of the Offered Shares by the Participant until such right lapses in accordance
with the terms of this Agreement. Furthermore, the exercise or non-exercise of the right of
the Corporation under this Section 7 to purchase the Offered Shares from the Participant shall
not adversely affect its right to make subsequent purchases from the Participant of Offered
Shares.



     (e)     Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any
spouse or member of the Participant’s immediate family, or to a custodian, trustee (including
a trustee of a voting trust), executor, or other fiduciary for the account of the
Participant’s spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to
the public pursuant to a registration statement filed with, and declared effective by, the
U.S. Securities and Exchange Commission under the Act; provided, however, that
in the event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i):
(A) the Participant shall inform the Corporation in writing of such Transfer prior to
effecting it, and (B) each such transferee or assignee, prior to the completion of the
Transfer, shall have executed documents assuming the obligations of the Participant under this
Agreement with respect to the transferred Award Shares in a form approved by the Corporation.
Such transferred Award Shares shall remain subject to the provisions of this Section 7, and
such pledgee, transferee or donee shall be treated as the “Participant” for purposes of this
Agreement.



     (f)     Except as otherwise provided in this Agreement, the Participant will not sell,
assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of
any part of or any interest in the Award Shares. Any sale, assignment, transfer, pledge,
hypothecation or other encumbrance or disposition of Award Shares not made in conformance with
this Agreement shall be null and void, shall not be recorded on the books of the Corporation
and shall not be recognized by the Corporation.



 









 





     (g)     For purposes of this Section 7, the term “Transfer” shall include any sale,
assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by
bequest, devise or descent, or other transfer or disposition of any kind, including, but not
limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying
creditors, trustees or receivers in bankruptcy proceedings or general assignees for the
benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or
indirectly, of any of the Award Shares.



     (h)     All certificates representing the Award Shares, in addition to other legends that may
be required by applicable law or pursuant to agreement of the Corporation’s stockholders,
shall bear the following legend:




	 	 	“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE CORPORATION.”





     (i)     The Corporation’s first refusal right hereunder shall terminate and be of no
further force or effect upon the earlier of: (i) the consummation of a bona fide, firmly
underwritten public offering of shares of the Corporation’s common stock at a public offering
price which is not less than $3.15 per share (as adjusted for any stock splits, stock
dividends, combinations, subdivisions, recapitalizations or the like) and greater than
$30,000,000.00 in the aggregate, or (ii) the consummation of a Liquidation Event, as that term
is defined in the Corporation’s Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award
Shares under Section 6 shall terminate simultaneously with the consummation of such Change of
Control if the Participant is actively employed with the Corporation on the date of such
Change of Control, but in such event the Award Shares held by the Participant shall remain
subject to the Corporation’s right of first refusal under Section 7 hereof, and may be subject
to restrictions on transferability to the extent required by applicable law.



     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed
under the Act, including the Corporation’s initial public offering, the Participant or any
person to whom the Participant has directly or indirectly transferred any Award Shares under
this Agreement (a “Transferee”) shall not directly or indirectly sell, make any short sale of,
loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase
of, purchase any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect to, any Award
Shares acquired under this Agreement without the prior written consent of the Corporation or
its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such
period of time following the date of the final prospectus for the offering as may be requested
by the Corporation or such underwriters. In no event, however, shall such period exceed 180
days. The Market Stand-Off shall in any event terminate two years after the date of the
Corporation’s initial public offering. In the event of the declaration of a stock dividend, a
spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar



 









 




transaction affecting the Corporation’s outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Award Shares subject to the Market Stand-Off, or
into which such shares thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Award Shares acquired under this Agreement until the end of
the applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of the
agreement set forth in this Section 9. This Section 9 shall not apply to Award Shares
registered in the public offering under the Act, and the Participant or a Transferee shall be
subject to this Section 9 only if the directors and officers of the Corporation are subject to
similar arrangements.




     10.     Notices. Any notice given hereunder must be in writing and shall be deemed
given when either personally delivered or on the day of posting sent through the post by
registered or certified mail, return receipt requested, postage prepaid, addressed to the
parties to whom such notice is being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.
	 
	 	 
	 

	 	Science Park Ideon
	 
	 	 
	 

	 	S-223 70 Lund, Sweden
	 
	 	 
	 

	 	Attention: Lars Björk, President
	 
	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






     11.     Failure to Close; Remedies. In the event that the Corporation or the
Participant shall fail or refuse for any reason whatsoever to close the sale or repurchase of
Award Shares as the Corporation or the Participant is obligated by this Agreement, then the
other party to the sale or repurchase (the “non-defaulting party”) shall have the right to
exercise any one or more of the following rights and remedies:



     (a)     The non-defaulting party shall have the right to recover damages from the defaulting
party for any loss or damage, including reasonable attorneys’ fees, sustained by the
non-defaulting party as a result of such default.



     (b)     The non-defaulting party shall have the right to specifically enforce this Agreement
by seeking an injunction prohibiting the defaulting party from violating the terms of this
Agreement and requiring the defaulting party to purchase or sell the Award Shares, as the case
may be.


The rights and remedies of the non-defaulting party under this Section 11 are cumulative and
not alternative and shall be in addition to any and all other rights and remedies available to
the non-defaulting party at law or in equity.




     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted
so as to authorize or permit the Participant to transfer the Option by gift to any person or
entity.



     13.     Entire Agreement. This Agreement and the Plan together with the Sub-Plan
contain the entire understanding and agreement by and between the parties hereto relating to
the subject matter hereof and all prior or contemporaneous oral or written agreements or
instruments are



 









 




merged herein. No amendment to or modification of this Agreement shall be effective
unless the same is in writing and signed by all parties hereto. No waiver by any party of any
breach by the other of any provision of this Agreement shall be deemed to be a waiver of any
other breaches thereof or the waiver of any such or other provision of this Agreement.
Subject to the restrictions on assignment and transfer set forth hereinabove, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their estates, personal
representatives, successors and assigns.




     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or
impair the validity or enforceability of any other provisions of this Agreement or the
remainder of this Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of
this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware.



     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the
interpretation of this Agreement. As used herein, the singular shall include the plural, and
the plural and singular. The word “any” means one or more or all, and the conjunction “or”
includes both the conjunctive and disjunctive.



     17.     Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original, and all of which taken together shall constitute
one and the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any
rights or privileges of a stockholder of the Corporation with respect to any shares of the
Corporation’s Series A Common Stock which may be acquired upon the exercise of the Option, in
whole or in part, prior to the date upon which the Option is actually exercised for such
shares in accordance with the provisions of Section 4 hereof and the certificates representing
such shares are issued.



     19.     Other restrictions attaching to shares of the Corporation’s Series A Common
Stock. Pursuant to Section 3.9 of the Plan (Restrictions on Sale) the Committee may
require any Participant acquiring shares of Common Stock pursuant to any Award under the Plan
to represent to and agree with the Corporation in writing that such person is acquiring the
shares of Series A Common Stock for investment purposes and without a view to resale or
distribution thereof. Shares of Series A Common Stock issued and delivered under the Plan
shall also be subject to such stop-transfer orders and other restrictions as the committee may
deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Series A Common Stock is then listed,
any applicable federal or state laws, and any other written restrictions or agreements with
respect to the Common Stock and the Committee may cause a legend or legends to be placed on
the certificate or certificates representing any such shares to make appropriate reference to
any such restrictions. In making such determination, the Committee may rely upon an opinion
of counsel for the Corporation.



 









 





     IN WITNESS WHEREOF, the Corporation, the Company and Participant have caused the
execution of this Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	EXECUTED as a DEED and DELIVERED by 

QLIK TECHNOLOGIES INC. acting by two 

Directors or one director and the company 

secretary:
 	)
)
)	 
	 
	/s/ Lars Björk
 	 	 
	Lars Björk, Director 	 	 



	 	 	 	 	 
	  /s/ Måns Hultman	 	 	 
	Måns Hultman, Secretary 	 	 
	 	 	 
	 



	 	 	 	 	 
	EXECUTED as a DEED and DELIVERED by 

QLIKTECH UK LIMITED acting by two 

Directors or one director and the company 

secretary:

 	)
)
) 	 
	/s/ Lars Björk
 	 	 
	Lars Björk, Director 	 	 
	 	 	 
	 



	 	 	 	 	 
	  /s/ Måns Hultman	 	 
	Måns Hultman, Secretary 	 	 



	 	 	 	 	 
	EXECUTED as a DEED and DELIVERED by 

 in the presence of:

Måns Hultman
 	)
) 	 
	 	 	 	 	                                                             /s/ Les Bonney
	 	 	 	 	Les Bonney 
	 	 	 	 	October 31, 2007 
	 



	 	 	 	 	 
	 	 	 
	Witness Name:  	      /s/ Måns Hultman
 	 	 
	 
	Witness Address: 	 	 
	 	 	 	 
	 




 











 





QLIK TECHNOLOGIES INC.

OMNIBUS STOCK OPTION AND AWARD PLAN




and



2005 SUB-PLAN FOR THE UNITED KINGDOM



(1) Qlik Technologies Inc



(2) QlikTech UK Limited



and



(3) Leslie Bonney



 





ENTERPRISE MANAGEMENT INCENTIVE

STOCK OPTION AWARD AGREEMENT



 





emwlaw

Secklow House

101 North 13th Street

Milton Keynes

MK9 3NX



www.wmwlaw.com



 









 







THIS AGREEMENT is made      2005



BETWEEN:





	(1)	 	Qlik Technologies Inc., a Delaware corporation, care of Corporation Trust
Company, 1209 Orange Street, Wilmington, New Castle (the “Corporation”)
	 
	(2)	 	QlikTech UK Limited incorporated in England and Wales under company number 05292408 of
Seckloe House, 101 North 13th Street, Milton Keynes MK9 3NX (“the Company”); and
	 
	(3)	 	Leslie Bonney, 11B Richmond Drive, Mapperley Park, Nottingham NG3 5EL,
United Kingdom.




PRELIMINARY:





	(A)	 	The Corporation and the Company intend to retain, incentivise and motivate the Participant.
	 
	(B)	 	The Corporation has determined to grant to the Participant an option to acquire
614.040 Shares on the terms set out in this Agreement (“Option”).
	 
	(C)	 	The Corporation and the Company intends that this Agreement forms part of an employees’ share
scheme within the meaning of section 743 of the Companies Act 1985 and this Option is granted
pursuant to the rules of the Qlik Technologies Inc. 2005 Sub-Plan for the United Kingdom (“the
Sub-Plan”). The rules of the Sub-Plan are legally binding and are incorporated in the Option.
	 
	(D)	 	The Option is granted under Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003
	 
	(E)	 	The Participant is an Eligible Employee.





Statement of Purpose




     The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation or a
Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted an Option to purchase shares of the Corporation’s Series A Common
Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus Stock Option and Award Plan (the
“Plan”) as amended by the Sub-Plan. In that regard, the Corporation and the Participant desire to
restrict the sale of the shares of the Corporation’s Series A Common Stock issuable to the
Participant upon exercise of the Option granted hereunder to provide for the repurchase of such
shares in certain instances on the terms and conditions hereinafter set forth. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.



 









 





     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1.     Award. The Participant is hereby granted the option to purchase 614.040 shares of
the Corporation’s Series A Common Stock (the “Option”). The Option Period shall commence
on the Grant Date, June 30th, 2005, and shall terminate on June 30th 2015.
The Option Price shall be US$0.6298 per share.



     2.     Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may be cumulative); provided, that as of each such date the Participant is
still employed by the Corporation or a Subsidiary:



     On or after the dates set forth below, right to purchase up to the following number of shares
subject to the Option may be exercised:



	 	 	 	 	 	 	 	 	 
	June 30th
	 	 	2006	 	 	 	153510	 
	September 30th
	 	 	2006	 	 	 	38378	 
	December 30th
	 	 	2006	 	 	 	38377	 
	March 30th
	 	 	2007	 	 	 	38378	 
	June 30th
	 	 	2007	 	 	 	38377	 
	September 30th
	 	 	2007	 	 	 	38378	 
	December 30th
	 	 	2007	 	 	 	38377	 
	March 30th
	 	 	2008	 	 	 	38378	 
	June 30th
	 	 	2008	 	 	 	38377	 
	September 30th
	 	 	2008	 	 	 	38378	 
	December 30th
	 	 	2008	 	 	 	38377	 
	March 30th
	 	 	2009	 	 	 	38378	 
	 
	June 30th
	 	 	2009	 	 	 	38377	 






     3.     Termination of Options.



     (a)     The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall terminate
and be of no force or effect upon the expiration of the Option Period. In addition, if the
Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.



     (b)     Subject to the limitations set forth in this Agreement and in the Plan, the Participant
may exercise the vested portion of the Option in whole or in part at any time or from time to time
from the Grant Date until the first to occur of:




     (i)     three months following the date of the Participant’s Termination of Service for any
reason other than death or Disability;




     (ii)     one year following the date of the Participant’s death, if an employee
at the time of death (during which one year period the Option may be exercised (to the
extent otherwise exercisable) by the person to whom the Participant’s rights



 









 







hereunder shall have passed by will or by the laws of descent and distribution
(hereinafter, a “Successor”));




     (iii)     one year following the date of the Participant’s Termination of Service due to
Disability; or




     (iv)     the expiration of the Option Period.



     4.     Exercise of Options.



     (a)     Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address
to which the principal office of the Corporation may be relocated, which notice shall:
(i) be signed by the Participant (or, if applicable, by the Participant’s Successors); (ii) state
the number of shares with respect to which the Option is being exercised;
and (iii) contain such other information as the Committee may require.



     (b)     Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Series A Common Stock which
the Participant previously held and surrendered in accordance with rules and regulations adopted by
the Committee for the purpose of making full or partial payment of the Option Price shall be valued
for such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.



     (c)     Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:




     (i)     require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation; and




     (ii)     obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting the rights of, the Corporation’s Series A Common Stock stockholders at the
time of exercise, or with respect to any restrictions imposed upon stockholders by
underwriters in connection with a public offering referred to in Section 9 and the
Participant hereby agrees to adhere to and be bound by any such agreements or undertakings
in force at the time of his exercise of the Option.



     (d) Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and receipt of the Option Price have been
received by the Corporation and any condition of the exercise described in 4(c) above have
been fulfilled, the Corporation shall deliver to the Participant a stock certificate registered in
the



 









 




Participant’s name representing the shares of Series A Common Stock to be issued under the
Option.




     (e)     Acceleration. Upon, within the one-year period following a Change of Control,
there is a Termination of Service with respect to the Participant due to the
termination of the Participant’s employment by the Corporation without Cause (as
defined in Section 6(c) below), the Option vesting schedule set forth in Section 2 above shall be
accelerated by a period of 12 months measured from the date of such Termination of Service.



     5.     Representations of Participant. The Participant represents and agrees as follows:



     (a)     Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation issued
upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except for
restrictions set forth in the Plan, any agreement among the
Series A Common Stock stockholders, or otherwise referenced herein. The Participant agrees
that this Agreement shall be applicable to such Award Shares.



     (b)     No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person
within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”). The Participant acknowledges that, in addition to the restrictions on transfer contained
in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the
Option and the Award Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”) such securities must be held indefinitely unless sold in accordance with Regulation S
under the Act, subsequently registered or an exemption from registration is available, and the
Participant may not engage in hedging transactions with regard to such securities unless in
compliance with the Act. The Participant further acknowledges that the Corporation is under no
obligation either to register the Award Shares or the Option or to take any action to make
available any exemption from registration or to supply any information to facilitate sales of such
securities. The Participant represents and warrants that the Option is, and any Award Shares will
be, acquired by the Participant for investment and not with a view to the distribution thereof and
that, under no circumstances, shall such securities be transferred in violation of federal or state
securities laws. The Participant further agrees that there shall
be either lodged with any stock transfer agent for the Corporation or noted on the
stock transfer records of the Corporation a stop transfer order against the Award
Shares and that there shall be imprinted upon the certificate or certificates issued to the
Participant evidencing such Award Shares a legend reading substantially as follows:




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION



 









 







THEREFROM. INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.”



     6.     Corporation’s Right to Repurchase Award Shares following Termination of
Service.



     (a)     If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



     (b)     The Corporation’s right to repurchase Award Shares following the Participant’s Termination
of Service as provided in Section 6(a) above may be exercised in whole or in part by the
Corporation, if at all, by the Corporation’s delivery to the Participant, within the 90 days
following the Termination of Service, of written notice of the Corporation’s election to exercise.
Such notice shall set forth the number of Award Shares to be purchased and the date and time of
closing of the purchase; provided that the date specified for closing shall not be less than ten
(10) days nor more than thirty (30) days from the date of the notice of election to exercise. To
the extent the Corporation does not initially elect to purchase all of the Award Shares hereunder
in its first written notice of election to exercise, the Corporation may, within the 90-day period
specified herein, elect to exercise its right to purchase any remaining Award Shares by delivering
to the Participant an additional written notice(s) of election to exercise in the
manner provided above; provided, however, that unless otherwise agreed by the parties, the closing
date for all purchases under this Section 6 shall be on the closing date set forth in the initial
notice. On or before the closing set forth in the notice(s) of election to exercise, the
Participant shall deliver to the Corporation the certificates representing the Award Shares being
purchased, duly endorsed for transfer to the Corporation, together with such additional documents
or instruments of transfer as the Corporation may request, in accordance with such notice. The
Corporation shall thereafter promptly send to the Participant payment for
such purchase by check or wire transfer based on a per share purchase price
determined as follows:




     (i)     Termination of Service for Any Reason Other than Termination for Cause. If
the Participant’s Termination of Service is for any reason other than the termination of the
Participant’s employment at any time by the Corporation with Cause (as defined below),
including, without limitation, the Participant’s death, Disability or voluntary termination
by the Participant of his or her employment with the Corporation, then the per share
purchase price of the Award Shares shall be their Fair Market Value.




     (ii)     Termination of Service Due to Participant’s Termination With Cause. If
the Participant’s Termination of Service is due to the termination of the



 









 







Participant’s
employment at any time by the Corporation with Cause, then the per share price of
the Award Shares shall be the Option Price per share paid by the Participant for such
Award Shares, as adjusted for any stock splits, stock dividends, recapitalizations or the
like (the Participant’s Original Cost”).



     (c)     Definition of “Cause”. For purposes of this Agreement, the term “Cause” shall
mean termination with the approval of the Board: (i) because of willful misconduct of a material
nature by the Participant in connection with the performance of the Participant’s duties as an
employee; (ii) because of the Participant’s use of alcohol or illegal drugs that affect the
Participant’s ability to perform his or her assigned duties as an employee; (iii) because of the
Participant’s conviction of a crime other than a non-imprisonable motoring offence; (iv) because of
the Participant’s embezzlement or theft from the Corporation; (v) because of the Participant’s
gross inattention to or dereliction of duty; or (vi) because of performance by the Participant of
any other willful act(s) which the Participant knew or reasonably should have known would be
materially detrimental to the Corporation; provided, however, that prior to the
determination by the Board that “Cause” as described in clause (i), (v) or (vi) above has occurred,
the Board shall (A) provide to the Participant in writing, in reasonable detail, the reasons for
the Board’s determination that such “Cause” exists, (B) afford the Participant a reasonable
opportunity to remedy any such breach, (C) provided the Participant an opportunity to be heard at
the Board meeting where the first decision to terminate the Participant’s employment hereunder for
such “Cause” is to be considered, and (D) make any decision that such “Cause” exists in good faith.



     7.     Corporation’s Right of First Refusal.



     (a)     If at any time the Participant proposes to Transfer (as defined in Section 7(g) below) any
Award Shares (including, without limitation, any securities acquired upon conversion thereof or by
way of any stock split, stock dividend, recapitalization or the like), then the Participant shall
promptly give the Corporation advance written notice of the Participant’s intention to make the
Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i) a description of the
Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and address(es) of the
prospective transferee(s), (iii) the consideration, and (iv) the material terms and conditions upon
which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant
has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a
binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of
intent or other agreement relating to the proposed Transfer. In the event that the transfer is
being made pursuant to the provisions of Section 7(e), the Transfer Notice shall state under which
specific subsection the Transfer is being made.



     (b)     The Corporation shall have the right, but not the obligation, for a period of thirty (30)
days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares
at the same price and subject to the same material terms and conditions as described in
the Transfer Notice. The Corporation may exercise such purchase option and purchase all or any
portion of the Offered Shares by notifying the Participant in writing before expiration of such
thirty (30) day period as to the number of such Offered Shares that the Corporation
wishes to purchase. If the Corporation gives the Participant notice that it desires to purchase
such shares, then payment for the Offered Shares shall be by check or



 









 







wire transfer, against
delivery of the Offered Shares to be purchased at a place agreed upon
between the parties and at the time of the scheduled closing therefor, which shall be no later
than sixty (60) days after receipt by the Corporation of the Transfer Notice, unless the Transfer
Notice contemplated a later closing with the prospective third-party transferee(s) or
unless the value of the purchase price has not yet been established pursuant
to Section 7(c).



     (c)     Should the purchase price specified in the Transfer Notice be payable in property
other than cash or evidences of indebtedness, the Corporation shall have the right to pay the
purchase price in the form of cash equal in amount to the fair market value of such property. If
the Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser of
recognized standing in the United States selected by the Participant and the Corporation or, if
they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of the
Transfer Notice, each shall select an appraiser of recognized
standing in the United States and those appraisers shall designate a third appraiser of recognized
standing in the United States, whose appraisal shall be determinative of such value. The cost of
such appraisal shall be shared equally by the Participant and the Corporation. If the time for the
closing of the Corporation’s purchase has expired but the determination of the value of the
purchase price offered by the prospective transferee(s) has not been finalized, then such closing
shall be held on or prior to the tenth business day after such valuation shall have been
made pursuant to this Section 7(c).



     (d)     To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered
Shares, upon terms and conditions (including the purchase price) no more favorable than those
specified in the Transfer Notice, to the third-party transferee(s) identified in the
Transfer Notice. The third-party transferee(s) shall acquire the Offered Shares subject to
the Corporation’s continued right of first refusal under this Agreement and must agree in writing
to be bound with respect thereto and the Participant will procure that the third party
transferee(s) shall adhere to and be bound by any such agreements or undertakings in force
at the time of transfer with respect to any transfer or other restrictions that may be
contained
in any agreement among, or restricting the rights of, the Corporation’s Series A Common
Stock stockholders. In the event the Participant does not consummate the sale or
disposition of the Offered Shares within the thirty (30) day period from the expiration of
this right, the Corporation’s first refusal right shall continue to be applicable to any subsequent
disposition of the Offered Shares by the Participant until such right lapses in accordance
with the terms of this Agreement. Furthermore, the exercise or non-exercise of the right of
the Corporation under this Section 7 to purchase the Offered Shares from the Participant
shall not adversely affect its right to make subsequent purchases from the Participant of
Offered Shares.



     (e)     Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement,
the first refusal right of the Corporation shall not apply to: (i) the Transfer of Award
Shares to any spouse or member of the Participant’s immediate family, or to a custodian, trustee
(including a trustee of a voting trust), executor, or other fiduciary for the account of the
Participant’s spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to
the



 









 







public pursuant to a registration statement filed with, and declared effective by, the
U.S.
Securities and Exchange Commission under the Act; provided, however, that in
the event of any transfer made pursuant to one of the exemptions provided by clause
(e)(i): (A) the Participant shall inform the Corporation in writing of such Transfer prior to
effecting it, and (B) each such transferee or assignee, prior to the completion of the Transfer,
shall have executed documents assuming the obligations of the Participant under this Agreement with
respect to the transferred Award Shares in a form approved by the Corporation. Such transferred
Award Shares shall remain subject to the provisions of this Section 7, and such pledgee, transferee
or donee shall be treated as the “Participant” for purposes of this Agreement.



     (f)     Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of
any part of or any interest in the Award Shares. Any sale, assignment, transfer, pledge,
hypothecation or other encumbrance or disposition of Award Shares not made in conformance with this
Agreement shall be null and void, shall not be recorded on the books of the Corporation and shall
not be recognized by the Corporation.



     (g)     For purposes of this Section 7, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers
pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary, involuntarily or by operation of law, directly or indirectly, of any of the Award
Shares.



     (h)     All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:




“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE CORPORATION.”



     (i)     The Corporation’s first refusal right hereunder shall terminate and be of no further
force or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten
public offering of shares of the Corporation’s common stock at a public offering price which is not
less than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award



 









 




Shares under Section 6 shall terminate simultaneously with the consummation of such
Change of Control if the Participant is actively employed with the Corporation on the date of
such Change of Control, but in such event the Award Shares held by the Participant shall remain
subject to the Corporation’s right of first refusal under Section 7 hereof, and may be subject to
restrictions on transferability to the extent required by applicable law.




     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to whom
the Participant has directly or indirectly transferred any Award Shares under this Agreement (a
“Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate,
pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any Award Shares acquired
under this Agreement without the prior written consent of the Corporation or its underwriters.
Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the
date of the final prospectus for the offering as may be requested by the Corporation or such
underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall
in any event terminate two years after the date of the Corporation’s initial public offering. In
the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the Corporation’s
outstanding securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to any Award Shares
subject to the Market Stand-Off, or into which such shares thereby become convertible,
shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off,
the Corporation may impose stop-transfer instructions with respect to the Award Shares acquired
under this Agreement until the end of the applicable stand-off period. The Corporation’s
underwriters shall be beneficiaries of the agreement set forth in this Section 9. This Section 9
shall not apply to Award Shares registered in the public offering under the Act, and the
Participant or a Transferee shall be subject to this Section 9 only if the directors and officers
of the Corporation are subject to similar arrangements.



     10.     Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or on the day of posting sent through the post by registered or
certified mail, return receipt requested, postage prepaid, addressed to the parties to whom such
notice is being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.
	 
	 	 
	 

	 	Science Park Ideon
	 
	 	 
	 

	 	S-223 70 Lund, Sweden
	 
	 	 
	 

	 	Attention: Måns Hultman, President
	 
	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






 









 






     11.     Failure to Close; Remedies. In the event that the Corporation or the Participant
shall fail or refuse for any reason whatsoever to close the sale or repurchase of Award Shares as
the Corporation or the Participant is obligated by this Agreement, then the other party to the sale
or repurchase (the “non-defaulting party”) shall have the right to exercise any one or more of the
following rights and remedies:



     (a) The non-defaulting party shall have the right to recover damages from the defaulting party
for any loss or damage, including reasonable attorneys’ fees, sustained by the non-defaulting party
as a result of such default.



     (b) The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.



The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.



     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.



     13.     Entire Agreement. This Agreement and the Plan together with the Sub-Plan contain
the entire understanding and agreement by and between the parties hereto relating to the subject
matter hereof and all prior or contemporaneous oral or written agreements or instruments are merged
herein. No amendment to or modification of this Agreement shall be effective unless the same is in
writing and signed by all parties hereto. No waiver by any party of any breach by the
other of any provision of this Agreement shall be deemed to be a waiver of any other breaches
thereof or the waiver of any such or other provision of this Agreement. Subject to the
restrictions on assignment and transfer set forth hereinabove,
this Agreement shall be binding upon and inure to the benefit of the parties hereto, their
estates, personal representatives, successors and assigns.



     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.



     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation of
this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.



 









 





     17.     Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any
rights or privileges of a stockholder of the Corporation with respect to any shares of the
Corporation’s Series A Common Stock which may be acquired upon the exercise of the Option, in whole
or in part, prior to the date upon which the Option is actually exercised for such shares in
accordance with the provisions of Section 4 hereof and the certificates representing such shares
are issued.



     19.     Other restrictions attaching to shares of the Corporation’s Series A Common Stock.
Pursuant to Section 3.9 of the Plan (Restrictions on Sale) the Committee may require any
Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent to
and agree with the Corporation in writing that such person is acquiring the shares of Common Stock
for investment purposes and without a view to resale or distribution thereof. Shares of Common
Stock issued and delivered under the Plan shall also be subject to such stop-transfer orders and
other restrictions as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed, any applicable federal or state laws, and any other written restrictions or
agreements with respect to the Common Stock and the Committee may cause a legend or legends to be
placed on the certificate or certificates representing any such shares to make appropriate
reference to any such restrictions. In making such determination, the Committee may rely upon an
opinion of counsel for the Corporation.



     IN WITNESS WHEREOF, the Corporation and Participant have caused the
execution of this Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	EXECUTED as a DEED and DELIVERED by

	 	 	)	 
	QLIK TECHNOLOGIES INC. acting by two

	 	 	)	 
	directors or one director and the company

	 	 	)	 
	secretary.
	 	 	 	 
	 
	 	 	 	 
	/s/ Måns Hultman
 


	 	 	 	 
	Måns Hultman, Director
	 	 	 	 
	 
	 	 	 	 
	/s/ Lars Björk
 


	 	 	 	 
	Lars Björk, Secretary
	 	 	 	 






 









 






	 	 	 	 	 
	EXECUTED as a DEED and DELIVERED by

	 	 	)	 
	QLIKTECH UK LIMITED acting by two

	 	 	)	 
	directors or one director and the company

	 	 	)	 
	secretary.
	 	 	 	 
	 
	 	 	 	 
	/s/ Måns Hultman
 


	 	 	 	 
	Måns Hultman, Director
	 	 	 	 
	 
	 	 	 	 
	/s/ Lars Björk
 


	 	 	 	 
	Lars Björk, Secretary
	 	 	 	 
	 
	 	 	 	 
	EXECUTED as a DEED and DELIVERED by

	 	 	)	 
	ANDREW HONESS in the presence of:

	 	 	)	 
	 
	 	 	 	 
	 

	 	 	/s/ Leslie Bonney 

	 
	 

	 	 	Leslie Bonney
	 






Witness
Name: Carolina Wikström

Witness Address: Borgens Allé 21

SE-24439 Karunge

Sweden




Witness Occupation: CEO Assistant





 










 




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




QLIK TECHNOLOGIES INC.

2009 OMNIBUS STOCK OPTION AND AWARD PLAN




And



2009 SUB-PLAN FOR THE UNITED KINGDOM



(1) Qlik Technologies Inc.



(2) QlikTech UK Limited



and



(3) Leslie Bonney



 



STOCK OPTION AWARD AGREEMENT

 















 




THIS AGREEMENT is made on June 30th, 2009



BETWEEN:





	(1)	 	Qlik Technologies Inc., a Delaware corporation with its principal place of business at 150
Radnor-Chester Road, Suite E220, Radnor, Pennsylvania, 19087, U.S.A. (the
“Corporation”)
	 
	(2)	 	QlikTech UK Limited Incorporated in England and Wales under company number 05292408 of
Seebeck House, One Seebeck Place, Milton Keynes MK5 8FR (the “Company”); and
	 
	(3)	 	Leslie Bonney, 11B Richmond Drive, Mapperley Park Nottingham NG3 5EI, Great Britain, (the
“Participant”).




PRELIMINARY:





	(A)	 	The Corporation and the Company intend to retain, incentivise and motivate the Participant.
	 
	(B)	 	The Corporation has determined to grant to the Participant an option to acquire 200000 Shares
on the terms set out in this Agreement.
	 
	(C)	 	This Agreement forms part of an unapproved employees’ share scheme and this Option is granted
pursuant to the rules of the Qlik Technologies In. 2009 Sub-Plan for the United Kingdom (the
“Sub-Plan”). The rules of the Sub-Plan are legally binding and are incorporated in
the Option.
	 
	(D)	 	The Participant is an Eligible Employee.





Statement of Purpose




     The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation or a
Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted an Option to purchase shares of the Corporation’s Common Stock
pursuant to the terms of the Qlik Technologies Inc. 2009 Omnibus Stock Option and Award Plan (the
“2009 Plan”) as amended by the Sub-Plan. In that regard, the Corporation and the
Participant desire to restrict the sale of the shares of the Corporation’s Common Stock issuable to
the Participant upon exercise of the option granted hereunder to provide for the repurchase of such
shares in certain instances on the terms and conditions hereinafter set forth. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings set forth in the 2009
Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1.     Award. The Participant is hereby granted the option to purchase 200000 shares of
the Corporation’s Common Stock (the “Option”). The Option Period shall commence on the
Grant Date, March 30th, 2009, and shall terminate on March 30th, 2019. The
Option Price shall be US$1.65 per share.



     2.     Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may



2









 




be cumulative); provided, that as of each such date the Participant is still employed by the
Corporation or a Subsidiary:




     On or after March 30th, 2010 the right to purchase up to 25% of the shares subject
to the Option may be exercised; and



     On a quarterly basis thereafter (e.g., on the first day following the last day of each
consecutive three-month period thereafter) the right to purchase up to an additional 6.25% of the
shares subject to the Option may be exercised, as follows:



	 	 	 	 	 	 	 	 	 
	Date	 	 	 	 	Number Of Shares
	 
	March 30th
	 	 	2010	 	 	 	25,00	%
	June 30th
	 	 	2010	 	 	 	6,25	%
	September 30th
	 	 	2010	 	 	 	6,25	%
	December 30th
	 	 	2010	 	 	 	6,25	%
	March 30th
	 	 	2011	 	 	 	6,25	%
	June 30th
	 	 	2011	 	 	 	6,25	%
	September 30th
	 	 	2011	 	 	 	6,25	%
	December 30th
	 	 	2011	 	 	 	6,25	%
	March 30th
	 	 	2012	 	 	 	6,25	%
	June 30th
	 	 	2012	 	 	 	6,25	%
	September 30th
	 	 	2012	 	 	 	6,25	%
	December 30th
	 	 	2012	 	 	 	6,25	%
	March 30th
	 	 	2013	 	 	 	6,25	%








 




	
	     3.     Termination
of Options.
	 
	     (a) The Option may not be
exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall
terminate and be of no force or effect upon the expiration of the Option Period. In addition, if
the Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.
	 
	     (b) Subject to the limitations
set forth in this Agreement and in the 2009 Plan, the
Participant may exercise the vested portion of the Option in whole or in part at any time or from
time to time from the Grant Date until the first to occur of:






     (i) three (3) months following the date of the Participant’s Termination of Service for
any reason other than death or Disability;




     (ii) one (1) year following the date of the Participant’s death, if an employee at the
time of death (during which one year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Participant’s rights hereunder shall have
passed by will or by the laws of descent and distribution (hereinafter, a
“Successor”));




     (iii) one (1) year following the date of the Participant’s Termination of Service due
to Disability; or




     (iv) the expiration of the Option Period.



     4.     Exercise of Options.



3









 





     (a) Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which
the principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the Participant’s Successors); (ii) state the number of shares
with respect to which the Option is being exercised; and (iii) contain such other information as
the Committee may require.



     (b) Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Common Stock which the
Participant previously held and surrendered in accordance with rules and regulations adopted by the
Committee for the purpose of making full or partial payment of the Option Price shall be valued for
such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.



     (c) Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Common Stock upon exercise thereof, the Corporation may:




     (i) require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation;




     (ii) obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting the rights of, the Corporation’s Common Stock stockholders at the time of
exercise, or with respect to any restrictions imposed upon stockholders by underwriters in
connection with a public offering referred to in Section 9 and the Participant
hereby agrees to adhere to and be bound by any such agreements or undertakings in force at
the time of his exercise of the Option;




     (iii) require the Participant to agree with and undertake to reimburse the Company (and
any other company which is a “secondary contributor”) in full for any Employer’s NIC’s
payable in respect of any gain on the Option; and




     (iv) enter into an election with the Company (and any other company which is a
“secondary contributor”) to assume the liability for any Employer’s NIC including an
election or agreement under paragraph 3A Schedule 1 Social Security Contributions and
Benefits Act 1992.



     (d) Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and receipt of the Option Price have been received
by the Corporation and any condition of the exercise described in Section 4(c) above has
been fulfilled, the Corporation shall deliver to the Participant a stock certificate registered in
the Participant’s name representing the shares of Common Stock to be issued under the Option.



     (e) Acceleration. Upon, within the one-year period following a Change of Control,
there is a Termination of Service with respect to the Participant due to a Termination Without
Cause, the Option vesting schedule set forth in Section 2 above shall be accelerated by a
period of 12 months measured from the date of such Termination of Service.



     5.     Representations of Participant. The Participant represents and agrees as follows:



     (a) Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the Award Shares issued, free and clear of any liens or
encumbrances, except for restrictions set forth in the 2009 Plan, any agreement among the Common
Stock stockholders, or



4









 





otherwise referenced herein. The Participant agrees that this Agreement shall be applicable to
such Award Shares.



     (b) No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person
within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”). The Participant acknowledges that, in addition to the restrictions on transfer
contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as
the Option and the Award Shares have not been registered under the Act, such securities must be
held indefinitely unless sold in accordance with Regulation S under the Act, subsequently
registered or an exemption from registration is available, and the Participant may not engage in
hedging transactions with regard to such securities unless in compliance with the Act. The
Participant further acknowledges that the Corporation is under no obligation either to register the
Award Shares or the Option or to take any action to make available any exemption from registration
or to supply any information to facilitate sales of such securities. The Participant represents
and warrants that the Option is, and any Award Shares will be, acquired by the Participant for
investment and not with a view to the distribution thereof and that, under no circumstances, shall
such securities be transferred in violation of federal or state securities laws. The Participant
further agrees that there shall be either lodged with any stock transfer agent for the Corporation
or noted on the stock transfer records of the Corporation a stop transfer order against the Award
Shares and that there shall be imprinted upon the certificate or certificates issued to the
Participant evidencing such Award Shares a legend reading substantially as follows:




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.”



     6.     Corporation’s Right to Repurchase Award Shares following Termination of
Service.



     (a) If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



     (b) The Corporation’s right to repurchase Award Shares following the Participant’s Termination
of Service as provided in Section 6(a) above may be exercised in whole or in part by the
Corporation, if at all, by the Corporation’s delivery to the Participant, within the one hundred
twenty (120) days following the Termination of Service, of written notice of the Corporation’s
election to exercise. Such notice shall set forth the number of Award Shares to be purchased and
the date and time of closing of the purchase; provided that the date specified for closing
shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice of
election to exercise. To the extent the Corporation does not initially elect to purchase all of
the Award Shares hereunder in its first written notice of election to exercise, the Corporation
may, within the 120-day period specified herein, elect to exercise its right to purchase any
remaining Award Shares by delivering to the Participant an additional written



5









 







notice(s) of election to exercise in the manner provided above; provided,
however, that unless otherwise agreed by the parties, the closing date for all purchases
under this Section 6 shall be on the closing date set forth in the initial notice. On or
before the closing set forth in the notice(s) of election to exercise, the Participant shall
deliver to the Corporation the certificates representing the Award Shares being purchased, duly
endorsed for transfer to the Corporation, together with such additional documents or instruments of
transfer as the Corporation may request, in accordance with such notice. The Corporation shall
thereafter promptly send to the Participant payment for such purchase by check or wire transfer
based on a per share purchase price determined as follows:




     (i) Termination of Service for Any Reason Other than Termination for Cause. If
the Participant’s Termination of Service is for any reason other than a Termination for
Cause, including, without limitation, the Participant’s death, Disability, Termination
Without Cause, or voluntary quit, then the per share purchase price of the Award Shares
shall be their Fair Market Value.




     (ii) Termination of Service Due to Participant’s Termination for Cause. If the
Participant’s Termination of Service is due to a Termination for Cause, then the per share
price of the Award Shares shall be the Option Price per share paid by the Participant for
such Award Shares, as adjusted for any stock splits, stock dividends, recapitalizations or
the like.



     7.     Corporation’s Right of First Refusal.



     (a) If at any time the Participant proposes to Transfer (as defined in Section 7(g)
below) any Award Shares (including, without limitation, any securities acquired upon conversion
thereof or by way of any stock split, stock dividend, recapitalization or the like), then the
Participant shall promptly give the Corporation advance written notice of the Participant’s
intention to make the Transfer (the “Transfer Notice”). The Transfer Notice shall include:
(i) a description of the Award Shares to be transferred (the “Offered Shares”), (ii) the
name(s) and address(es) of the prospective transferee(s), (iii) the consideration, and (iv) the
material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice
shall certify that the Participant has received a bona fide firm offer from the prospective
transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the
terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any
written proposal, term sheet or letter of intent or other agreement relating to the proposed
Transfer. In the event that the transfer is being made pursuant to the provisions of Section
7(e), the Transfer Notice shall state under which specific subsection the Transfer is being
made.



     (b) The Corporation shall have the right, but not the obligation, for a period of thirty (30)
days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares
at the same price and subject to the same material terms and conditions as described in the
Transfer Notice. The Corporation may exercise such purchase option and purchase all or any portion
of the Offered Shares by notifying the Participant in writing before expiration of such thirty (30)
day period as to the number of such Offered Shares that the Corporation wishes to purchase. If the
Corporation gives the Participant notice that it desires to purchase such shares, then payment for
the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be
purchased at a place agreed upon between the parties and at the time of the scheduled closing
therefor, which shall be no later than sixty (60) days after receipt by the Corporation of the
Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective
third-party transferee(s) or unless the value of the purchase price has not yet been established
pursuant to Section 7(c).



     (c) Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of



6









 







the Transfer Notice, the valuation shall be made by an appraiser of recognized standing in the
United States selected by the Participant and the Corporation or, if they cannot agree on an
appraiser within forty (40) days after receipt by the Corporation of the Transfer Notice, each
shall select an appraiser of recognized standing in the United States and those appraisers shall
designate a third appraiser of recognized standing in the United States, whose appraisal shall be
determinative of such value. The cost of such appraisal shall be shared equally by the Participant
and the Corporation. If the time for the closing of the Corporation’s purchase has expired but the
determination of the value of the purchase price offered by the prospective transferee(s) has not
been finalized, then such closing shall be held on or prior to the tenth business day after such
valuation shall have been made pursuant to this Section 7(c).



     (d) To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon terms
and conditions (including the purchase price) no more favorable than those specified in the
Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s continued
right of first refusal under this Agreement and must agree in writing to be bound with respect
thereto and the Participant will procure that the third party transferee(s) shall adhere to and be
bound by any such agreements or undertakings in force at the time of transfer with respect to any
Transfer or other restrictions that may be contained in any agreement among, or restricting the
rights of, the Corporation’s Common Stock stockholders. In the event the Participant does not
consummate the sale or disposition of the Offered Shares within the thirty (30) day period from the
expiration of this right, the Corporation’s first refusal right shall continue to be applicable to
any subsequent disposition of the Offered Shares by the Participant until such right lapses in
accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the
right of the Corporation under this Section 7 to purchase the Offered Shares from the Participant
shall not adversely affect its right to make subsequent purchases from the Participant of Offered
Shares.



     (e) Notwithstanding the provisions of Sections 7(a) and 7(b) of this
Agreement, the first refusal right of the Corporation shall not apply to: (i) the Transfer of Award
Shares to any spouse or member of the Participant’s immediate family, or to a custodian, trustee
(including a trustee of a voting trust), executor, or other fiduciary for the account of the
Participant’s spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to the
public pursuant to a registration statement filed with, and declared effective by, the U.S.
Securities and Exchange Commission under the Act; provided, however, that in the
event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i): (A) the
Participant shall inform the Corporation in writing of such Transfer prior to effecting it, and (B)
each such transferee or assignee, prior to the completion of the Transfer, shall have executed
documents assuming the obligations of the Participant under this Agreement with respect to the
transferred Award Shares in a form approved by the Corporation. Such transferred Award Shares
shall remain subject to the provisions of this Section 7, and such pledgee, transferee or
donee shall be treated as the “Participant” for purposes of this Agreement.



     (f) Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or
any interest in the Award Shares. Any sale, assignment, transfer, pledge, hypothecation or other
encumbrance or disposition of Award Shares not made in conformance with this Agreement shall be
null and void, shall not be recorded on the books of the Corporation and shall not be recognized by
the Corporation.



     (g) For purposes of this Section 7, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers
pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings



7









 







or general assignees for the benefit of creditors, whether voluntary, involuntarily or by
operation of law, directly or indirectly, of any of the Award Shares.



     (h) All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:




“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”



     (i) The Corporation’s first refusal right hereunder shall terminate and be of no further
force or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten
public offering of shares of the Corporation’s common stock at a public offering price which is not
less than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award Shares
under Section 6 shall terminate simultaneously with the consummation of such Change of
Control if the Participant is actively employed with the Corporation on the date of such Change of
Control, but in such event the Award Shares held by the Participant shall remain subject to the
Corporation’s right of first refusal under Section 7 hereof, and may be subject to
restrictions on transferability to the extent required by applicable law.



     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to whom
the Participant has directly or indirectly transferred any Award Shares under this Agreement (a
“Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate,
pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any
of the foregoing transactions with respect to, any Award Shares acquired under this Agreement
without the prior written consent of the Corporation or its underwriters. Such restriction (the
“Market Stand-Off”) shall be in effect for such period of time following the date of the
final prospectus for the offering as may be requested by the Corporation or such underwriters. In
no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event
terminate two years after the date of the Corporation’s initial public offering. In the event of
the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio,
a recapitalization or a similar transaction affecting the Corporation’s outstanding securities
without receipt of consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Award Shares subject to the Market Stand-Off,
or into which such shares thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Award Shares acquired under this Agreement until the end of the
applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of the
agreement set forth in this Section 9. This Section 9 shall not apply to Award
Shares registered in the public offering under the Act, and the Participant or a Transferee shall
be subject to this Section 9 only if the directors and officers of the Corporation are
subject to similar arrangements.



8









 





     10.     Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or on the day of posting sent through the post by registered or
certified mail, return receipt requested, postage prepaid, addressed to the parties to whom such
notice is being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.
	 
	 	 
	 

	 	Science Park Ideon
	 
	 	 
	 

	 	S-223 70 Lund, Sweden
	 
	 	 
	 

	 	Attention: Lars Björk, President
	 
	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






     11.     Failure to Close; Remedies. In the event that the Corporation or the Participant
shall fail or refuse for any reason whatsoever to close the sale or repurchase of Award Shares as
the Corporation or the Participant is obligated by this Agreement, then the other party to the sale
or repurchase (the “non-defaulting party”) shall have the right to exercise any one or more
of the following rights and remedies:



     (a) The non-defaulting party shall have the right to recover damages from the defaulting party
for any loss or damage, including reasonable attorneys’ fees, sustained by the non-defaulting party
as a result of such default.



     (b) The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.


The rights and remedies of the non-defaulting party under this Section 11 are cumulative
and not alternative and shall be in addition to any and all other rights and remedies available to
the non-defaulting party at law or in equity.




     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.



     13.     Entire Agreement. This Agreement and the 2009 Plan together with the Sub-Plan
contain the entire understanding and agreement by and between the parties hereto relating to the
subject matter hereof and all prior or contemporaneous oral or written agreements or instruments
are merged herein. No amendment to or modification of this Agreement shall be effective unless the
same is in writing and signed by all parties hereto. No waiver by any party of any breach by the
other of any provision of this Agreement shall be deemed to be a waiver of any other breaches
thereof or the waiver of any such or other provision of this Agreement. Subject to the
restrictions on assignment and transfer set forth hereinabove, this Agreement shall be binding upon
and inure to the benefit of the parties hereto, their estates, personal representatives, successors
and assigns.



     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.



9









 





     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation of
this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.



     17.     Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the 2009 Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights or
privileges of a stockholder of the Corporation with respect to any shares of the Corporation’s
Common Stock which may be acquired upon the exercise of the Option, in whole or in part, prior to
the date upon which the Option is actually exercised for such shares in accordance with the
provisions of Section 4 hereof and the certificates representing such shares are issued.



     19.     Other restrictions attaching to shares of the Corporation’s Common Stock.
Pursuant to Section 3.8 of the 2009 Plan (Restrictions on Sale) the Committee may require any
Participant acquiring shares of Common Stock pursuant to any Award under the 2009 Plan to represent
to and agree with the Corporation in writing that such person is acquiring the shares of Common
Stock for investment purposes and without a view to resale or distribution thereof. Shares of
Common Stock issued and delivered under the 2009 Plan shall also be subject to such stop-transfer
orders and other restrictions as the committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed, any applicable federal or state laws, and any other written
restrictions or agreements with respect to the Common Stock and the Committee may cause a legend or
legends to be placed on the certificate or certificates representing any such shares to make
appropriate reference to any such restrictions. In making such determination, the committee may
rely upon an opinion of counsel for the Corporation.



     IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	QLIKTECHNOLOGIES INC. acting by one director in
the presence of a witness:

	 	Date of signature: 30th June 2009

	 
	 	 	 	 
	/s/ Lars Björk
 

Director

	 	 	 	 
	 
	 	 	 	 
	Witness Signature: /s/ C. Wood
 


	 	 	 	 
	 
	 	 	 	 
	Witness Name: C. Wood
	 	 	 	 
	 
	 	 	 	 
	Witness Address: Villiers House, Clarendon Ave.
	 	 	 	 
	[unintelligible], CV32 5PR
	 	 	 	 






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	QLIKTECH UK LIMITED acting by one director in
the presence of a witness:

	 	Date of signature: 30th June 2009

	 
	 	 	 	 
	/s/ [unintelligible]
 

Director

	 	 	 	 
	 
	 	 	 	 
	Witness Signature: /s/ C. Wood
 


	 	 	 	 
	 
	 	 	 	 
	Witness Name: C. Wood
	 	 	 	 
	 
	 	 	 	 
	Witness Address: See above
	 	 	 	 
	 
	 	 	 	 
	EXECUTED as a DEED and DELIVERED by

	)	 	 	 
	/s/ C. Wood
 


	 	 	 	 
	in the presence of:

	)	 	 	 
	 

	 	/s/ L. Bonney
	 	 
	 

	 	 
 


	 NAME

	 
	 	 	 	 
	Signature: /s/ [unintelligible]
 


	 	 	 	 
	 
	 	 	 	 
	Witness Name: C. Wood
	 	 	 	 
	 
	 	 	 	 
	Witness Address: See above
	 	 	 	 
	 
	 	 	 	 
	Witness Occupation: Chartered Accountant
	 	 	 	 







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