Change of Control Agreement with Robert Schoenthaler



 Exhibit 10.12 
 Change of Control Agreement 
 January 20, 2009 

Robert Schoenthaler 
 [Address] 

 

	 	Re:	Change of Control Agreement 

 Dear Rob:

 E2open, Inc. (the “Company”) has agreed to extend certain benefits to you in the event your employment with the Company is
terminated within twelve months of a “Change of Control”. This letter sets out the terms of our agreement (the “Letter”). 

1. Definitions. 
 “Cause”
means (i) any act of personal dishonesty taken by you in connection with your responsibilities as an employee, (ii) your being convicted of, or accepting a plea of “guilty” or “no contest” to, a felony under the laws of
the U.S. or any state thereof; (iii) a willful act by you which constitutes gross misconduct and which is materially injurious to the Company, or (iv) a willful act by you that constitutes (A) a material breach of a material provision
of any agreement between you and the Company or (B) a material failure to comply with the Company’s written policies or rules, in each case under this clause (iv) if such breach or failure has not been cured within 30 days after your
written notification of such breach or failure. 
 “Change of Control” means the occurrence of any of the following events:
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Section 13d-3 of said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the
stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale, exclusive license or disposition by the Company of all or substantially all of the Company’s assets; provided, however, that a
“Change of Control” shall not include a transaction that only changes the state of the Company’s incorporation. 
 “Change
of Control Period” means the period beginning with the date that a Change of Control has occurred and ending twelve months later. 







 “Disability” means that you suffer from a physical or mental disability to an extent that renders
it impracticable for you to continue performing your duties hereunder. You shall be deemed to be so disabled if (i) a physician advises the Company that your physical or mental condition will render you unable to perform your duties for a
period exceeding three consecutive months, or (ii) due to a physical or mental condition, you have not substantially performed your duties hereunder for a period of three consecutive months. 

“Involuntary Termination” means without your consent, (i) a material change in or reduction of your duties or responsibilities, either of
which is inconsistent with your duties or responsibilities in effect immediately prior to such assignment, or your removal from such position and responsibility, or a reduction in your title (provided that a change in your title because the Company
is a subsidiary or division of the acquirer or subsidiary thereof shall not constitute a reduction in your title); (ii) a reduction by the Company in your compensation (including base salary, fringe benefits and participation in bonus or
incentive programs based on the Company’s performance) as in effect immediately prior to such reduction; (iii) any purported termination of you by the Company that is not effected for Cause; (iv) relocation of your principal place of
employment by more than 25 miles; (v) the failure of any successor entity to the Company to assume this agreement or other written agreements between you and the Company (including your offer letter and stock option agreement(s)), (vi) any
act or set of circumstances that would constitute constructive termination of your employment under California case law or statute, and (vii) any material breach by the Company of any material provision of this Letter with the Company which has
not been cured within 30 days of written notice to the Company by you of such breach. 
 2. Option Acceleration Benefits. If your
employment is terminated without Cause (including due to your Disability or death) or you terminate your employment as a result of an Involuntary Termination during the Change of Control Period, then you will be entitled to receive accelerated
vesting of all stock options, shares of restricted stock and other forms of long-term compensation held by you, including those granted after this Letter. 
 3. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets shall assume the obligations under this Letter and agree expressly to perform the obligations under this Letter in the same manner and to the same extent as the Company would be required to perform such
obligations in the absence of a succession. For all purposes under this Letter, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in
this Section 3 or which becomes bound by the terms of this Letter by operation of law. This Letter shall inure to the benefit of, and be enforceable by, your successors, executors and heirs. 

4. Golden Parachute Excise Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to you (prior to any reduction
described in this paragraph) provided for in this Agreement. together with any other payments which you have the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in
Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would


  
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constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such
Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code
(“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction as described in this paragraph) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for
the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax. If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order unless you elect in writing a different order: reduction of cash payments; cancellation of
accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of a stock award is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your stock
awards unless you elect in writing a different order for cancellation. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control transaction shall perform the foregoing
calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, or the Company otherwise determines such accounting firm should not be engaged
for purposes of making the determinations required hereunder, the Company may appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by
such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and you within 15 calendar days
after the date on which your right to a Payment is triggered (if requested at that time by the Company or you) or such other time as requested by the Company or you upon written notice that a payment related to a Change of Control of the Company has
been or is to be made. 
 5. Miscellaneous. This Letter shall be governed by and construed in accordance with the laws of the State of
California. Any dispute or controversy arising under or in connection with this Letter shall be settled exclusively in arbitration conducted in Santa Clara County, California, in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Punitive damages shall not be awarded. In any arbitration proceeding, the party determined to be the prevailing party shall be entitled to receive,
in addition to any other award, its attorneys’ fees and expenses of the proceeding. This Letter may not amended, modified or waived unless agreed to in writing by you and the Company. The invalidity of any provision of this Letter shall not
affect the validity of any other provision hereof. 

  
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 By your signature below, you indicate that you agree to the terms set out in this Letter. 

Very truly yours, 
 /s/ Peter Maloney

 Peter Maloney 
 Chief Financial
Officer 
 E2open, Inc. 
 ACKNOWLEDGED
AND AGREED: 
  

	
	 /s/ Robert
Schoenthaler                        5/22/09

	Robert
Schoenthaler                             Date


  
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