Exhibit 10.5



 Exhibit 10.5 
  





 
 April 16, 2008 
 Jim
Gochee 
 Dear Jim: 
 I am very pleased to offer you a
position with New Relic, Inc. (“Company”) on the following terms. Please let me know if you have any questions at all. 
 1.
Employment Duties. Your employment shall be with Company in the position of Vice President, Engineering. As the VP of Engineering, your initial duties shall include engineering management; design, QA, staffing and such other tasks as may be
assigned to you from time to time by Company. At our size, your work will of course include considerable hands-on software development. You shall devote your full time, ability, attention, energy and skills solely and exclusively to performing all
duties as assigned and delegated to you by Company. 
 2. Start Date. If you accept this offer, your employment with Company shall
begin on May 1, or earlier as mutually agreed. We may ask you to be available for occasional meetings or calls before this date 
 3.
Salary and Bonus. In consideration for your services to Company, you will receive compensation of $5833 twice a month (equivalent to an annual salary of $140,000). In addition, you will be eligible for an annual performance bonus targeted at
$30,000, based on individual, group and/or corporate goals to be determined during the first three months of your employment. The Company shall withhold and deduct all federal and state income, social security and disability taxes as required by
applicable laws. 
 4. Additional Benefits. 
  

	 	a.	Stock Option Grant. We will recommend to the Board an Employee Stock Option grant of 360,000 shares, at fair market value at the time of the grant, and vesting over four years. The actual quantity, pricing and
vesting of your grant will be determined at the sole discretion of the Board. 

  

	 	b.	Insurance. The Company’s benefits package is under development and you will have benefits consistent with other employees as soon as it becomes available. In the meantime, the Company will reimburse you for
100% of the documented premium expense of your COBRA plan or other health, dental and vision coverage. 

  

	 	c.	401k Plan. You will be eligible to participate in the 401k investment plan when set up by Company. 

  

	 	d.	Paid Time Off and Holidays. You shall be entitled to eighteen (18) days of paid time off per year. Company paid holidays are: New Year’s Day, Presidents’ Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, the Friday after Thanksgiving, and Christmas Day, plus two (2) annual floating holidays determined by Company. 









	 	e.	Business Expenses. You shall be entitled to reimbursement by Company for such customary, ordinary and necessary business expenses as are incurred by you in the performance of your duties and consistent with the
policies of the Company. 

 5. Proprietary Information and Inventions. As a condition of your employment with Company,
you shall execute, at the same time as this agreement, the Proprietary Information and Inventions Agreement attached as Exhibit A and incorporated herein by this reference. 

6. At-Will Employment. Your employment with Company is entirely voluntary for both parties and either you or Company may conclude the
employment relationship at any time, and for any reason or for no reason at all. Also, Company retains its discretion to make all other decisions concerning your employment (e.g. demotions, transfers, job responsibilities, compensation or any other
managerial decisions) with or without good cause. This “at will” employment relationship can only be modified in writing by the President of Company. This paragraph 6 contains the entire agreement between you and Company regarding the
right and ability of either you or Company to terminate your employment with Company. 
 7. Representation and Warranty. You represent
and warrant to us that the performance of your duties for the Company will not violate any agreement with or trade secrets of any other person or entity and that your duties for the Company, unless we are notified in writing in advance, will not be
limited or restricted by any other agreements or understandings between you and other persons or companies. You specifically agree to ensure that you do not use or infringe on the confidentiality or intellectual property rights of any previous
employer. You agree to indemnify the Company against a breach of the representations and warranties in paragraph 7. 
 By signing this letter, you further
agree that all disputes, claims or causes of action arising out of or relating to this letter agreement, your employment with Company, or the termination thereof, shall be submitted to final and binding arbitration before the American Arbitration
Association (“AAA”) in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes established by the AAA. 

This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with
Company. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. 

This offer will expire on April 30, 2008. 

  
 Page 2 








 By so signing, you acknowledge that you have received no inducements or representations other than those set
forth in this letter which caused you to accept this offer of employment. 
 We look forward to your favorable reply, and to a productive and enjoyable
working relationship. 
  

					
	Very truly yours,	  		 	
			
		  		 	 /s/ Mark J Sachleben

	  
	  	  
	 	COO
		  		 	

  
  

Offer Accepted: 
 /s/ Jim Gochee 

	
	  
 Jim Gochee

	
	 4/23/08

Date



  
 Page 3 








 EXHIBIT A – CEW RELIC, INC. 

EMPLOYEE PROPRIETARY INFORMATION 

AND INVENTIONS AGREEMENT 

In consideration of my employment or continued employment by NEW RELIC, INC.
(“Company”), and the compensation now and hereafter paid to me, I hereby agree as follows: 

 


	1.	NONDISCLOSURE 

 1.1 Recognition of Company’s Rights;
Nondisclosure. At all times during my employment and for a period of five (5) years thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information
(defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before
publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such
Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. 

1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or
proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for
research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other
employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and my
own skill, knowledge, know-how and experience to whatever extent and in whichever way I wish. 
 1.3 Third Party Information. I
understand, in addition, that the Company has




 
received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to
maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in
writing. 
 1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not
improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished
documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only
information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the
Company. 
  

	2.	ASSIGNMENT OF INVENTIONS. 

 2.1
Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world. 

2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with
the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit C (Previous Inventions) attached hereto a


 









 
complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the
commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”).
If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit C but am only to disclose a cursory name for each such invention, a
listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit C for such purpose. If no such disclosure is attached, I represent that
there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be
incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent. 
 2.3 Assignment of
Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all
my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me,
either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as
“Company Inventions.” 
 2.4 Nonassignable Inventions. This Agreement does not apply to an Invention which
qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter “Section 2870”). I have reviewed the notification on Exhibit A (Limited Exclusion




 
Notification) and agree that my signature acknowledges receipt of the notification. 

2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6) months after termination of my
employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any
confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that
does not fully qualify for protection under Section 2870. 
 2.6 Government or Third Party. I also agree to assign all my
right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company. 

2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others)
within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). 

2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce,
United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the
Company or its designee. My obligation to assist the Company with respect to Proprietary 

 









 
Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company’s request on such assistance. 
 In the event the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

 3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other
form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company
at all times. 
 4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the Company I will
not, without the Company’s written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the
Company and for one (1) year after the date of termination of my employment by the Company I will not, either directly or through others, solicit or attempt to solicit any employee, independent contractor or consultant of the company to
terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity. 

5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and
as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence




 
or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith. 

6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information
or Proprietary Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement. 

7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique
and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable
relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. 
 8.
NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing. 
 9.
NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations
under this Agreement. 
 10. GENERAL PROVISIONS. 

10.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of
the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction


 









 
of the state and federal courts located in San Francisco County, California, for any lawsuit filed there against me by Company arising from or related to this Agreement. 

10.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 
 10.3
Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. 

10.4 Survival. The provisions of this Agreement shall survive the termination of my employment and the assignment of this
Agreement by the Company to any successor in interest or other assignee. 
 10.5 Employment. I agree and understand that
nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

 10.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding
breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 

10.7 Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING
THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE
TERMS AND




 
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
HEREOF. 
 10.8 Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any
time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. 

This Agreement shall be effective as of the first day of my employment with the Company, namely: May 1st, 2008. 
 I HAVE READ THIS
AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B
TO THIS AGREEMENT. 
 Dated: 4/23/08 

 

			
	/s/ Jim Gochee
	  
 Jim
Gochee

	
	ACCEPTED AND AGREED TO: NEW RELIC, INC.
		
	By:	 	/s/ Mark J Sachleben
	Title:	 	COO
	
	 2480 Sand Hill Rd Suite 210

(Address)

	
	 Menlo Park, CA 94025

	
	Dated: 10-29-08

 
 








 EXHIBIT C 

 

			
	TO:	 	New Relic, Inc.
		
	FROM:	 	Jim Gochee
		
	DATE:	 	4/23/08
		
	SUBJECT:	 	Previous Inventions

 1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to
the subject matter of my employment by New Relic, Inc. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company: 

 

	 	x	No inventions or improvements. 

  

	 	 ̈	See below: 

  

                       
                                         
                                         
                                         
                                         
      
  

                       
                                         
                                         
                                         
                                         
      
  

                       
                                         
                                         
                                         
                                         
      
  

	 ̈	Additional sheets attached. 

 2. Due to a prior confidentiality agreement, I cannot complete
the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies): 

 

							
		  	Invention or Improvement	  	Party(ies)	  	Relationship
				
	1.	  	  
	  	  
	  	  

				
	2.	  	  
	  	  
	  	  

				
	3.	  	  
	  	  
	  	  


  

	 ̈	Additional sheets attached.