EX-10.4.3



 Exhibit 10.4.3 

UPLAND SOFTWARE, INC. 

2010 STOCK PLAN 

AMENDMENT TO STOCK OPTION AGREEMENT 

This Amendment to Stock Option Agreement (this “Amendment”) is made effective as of
                    , 2014 (the “Amendment Date”) by and between Upland Software, Inc., a Delaware corporation (the
“Company”), and                                 (the
“Participant”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Upland Software, Inc. 2010 Stock Plan, as amended (the “Plan”) or the Stock
Option Agreement previously entered into between the Company and the Participant with respect to the Option (as defined below) (the “Stock Option Agreement”). 

RECITALS 
 WHEREAS:
The Company granted the Participant an option under the Plan on                     to purchase
                shares of Common Stock at a price of $            per share (the
“Option”); 
 WHEREAS: On September 2, 2014 the Company’s Board of Directors approved an amendment
to the Option to revise the vesting schedule to include certain vesting acceleration provisions; 
 WHEREAS: In connection with the
foregoing, and to give effect to such amendment to the Option, the Stock Option Agreement evidencing the Option is amended as set forth herein. 

AGREEMENT 
 NOW,
THEREFORE: The parties agree as follows: 
 1. Amendment of Stock Option Agreement. The Stock Option Agreement evidencing the
Option is hereby amended as follows: 
 a. Amendment of Vesting Schedule. The Vesting Schedule as set forth in Section I (Notice of
Stock Option Grant) of the Stock Option Agreement is hereby amended and restated in its entirety as follows: 
 Vesting Schedule:

 This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 

 

	 	•	 	Ten percent (10%) of the shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date, then 









	 	•	 	Twenty percent (20%) of the shares subject to the Option shall vest in twelve (12) equal installments on the corresponding day of each month (or if there is no corresponding day in any such month, on the last
day of such month) over the period from the first anniversary of the Vesting Commencement Date to the second anniversary of the Vesting Commencement Date, then 

  

	 	•	 	Thirty percent (30%) of the shares subject to the Option shall vest in twelve (12) equal installments on the corresponding day of each month (or if there is no corresponding day in any such month, on the last
day of such month) over the period from the second anniversary of the Vesting Commencement Date to the third anniversary of the Vesting Commencement Date, then 

  

	 	•	 	Forty percent (40%) of the shares subject to the Option shall vest in twelve (12) equal installments on the corresponding day of each month (or if there is no corresponding day in any such month, on the last
day of such month) over the period from the third anniversary of the Vesting Commencement Date to the fourth anniversary of the Vesting Commencement Date, and 


All of the vesting, as described above, is subject to the Participant continuing to be a Service Provider through each such date. 

Notwithstanding the foregoing, in the event that Participant is terminated without Cause or leaves for Good Reason within twelve months
following a Change in Control (as defined in the Plan), then one hundred percent (100%) of the shares subject to the Option shall accelerate as of immediately prior to such termination. For the purposes of this Agreement, “Cause”
means (i) Participant’s willful or grossly negligent failure to substantially perform the duties and obligations of Participant’s position with the Company; (ii) any act of personal dishonesty, fraud or misrepresentation taken by
Participant which was intended to result in substantial gain or personal enrichment of Participant at the expense of the Company; (iii) Participant’s violation of a federal or state law or regulation applicable to the Company’s
business which violation was or is reasonably likely to be injurious to the Company; (iv) Participant’s conviction of, or plea of nolo contendere or guilty to, a felony under the laws of the United States or any State, excluding felonies
for minor traffic violation and vicarious liability (so long as Participant did not know of the felony and did not willfully violate the law); (v) Participant’s material breach of the terms of the Proprietary Information Agreement with the
Company. For the purposes of this Agreement, “Good Reason” means (i) without Participant’s consent, a material reduction of Participant’s duties or responsibilities relative to Participant’s duties or responsibilities
as in effect immediately prior to such reduction; provided, however, any reduction in Participant’s duties or responsibilities resulting solely from the Company being acquired by and made a part of a larger entity (as, for
example, when a chief executive officer becomes an employee of the acquiring corporation following a Change in Control but is not the chief executive officer of the acquiring corporation) shall not constitute Good Reason; (ii) without
Participant’s written consent, a material reduction in Participant’s base salary as in effect immediately prior to such reduction, unless such reduction is part of a reduction in expenses generally affecting senior executives of the
Company; (iii) without Participant’s consent, a material reduction by the Company in the kind or level of employee benefits to which Participant was entitled immediately prior to such reduction, with the result that Participant’s
overall 

  
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benefits package is materially reduced, unless such reduction is part of a reduction in benefits generally affecting senior executives of the Company; or (iv) without Participant’s
consent, a relocation to a facility or a location more than fifty (50) miles from Participant’s then current present working locations. Good Reason shall not exist unless Participant provides (i) notice to the Company within ninety
(90) days of the initial existence of the condition triggering Good Reason and (ii) the Company the opportunity of at least thirty (30) days to cure such condition. A termination from service shall not be considered for Good Reason if
such termination occurs later than two (2) years following the initial existence of the Good Reason condition. Notwithstanding the foregoing, if Participant terminates employment with the Company for Good Reason, but the Company discovers after
such termination that Participant’s conduct during the employment term would have entitled the Company to terminate Participant for Cause, then Participant’s termination shall be for Cause and not for Good Reason and Participant shall
remit all amounts paid to Participant for termination for Good Reason. 
 2. Miscellaneous. Except as set forth herein, the Option and
the Stock Option Agreement shall continue in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Notwithstanding the
foregoing, this Amendment shall be effective upon the execution hereof by the Company. This Amendment is governed by the internal substantive laws but not the choice of law rules of the State of Texas. 

* * * * * 

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

			
	UPLAND SOFTWARE, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

			
	Acknowledged and agreed:
	
	PARTICIPANT:
	
	  

	
	Address:
	
	  

	  

	  

	Facsimile
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	Email:                                   
                                         
        

 UPLAND SOFTWARE, INC. 

SIGNATURE PAGE TO AMENDMENT TO STOCK
OPTION AGREEMENT