Exhibit










BAZAARVOICE, INC.


FIRST AMENDMENT TO 
OFFER LETTER


June 8, 2016 


This FIRST Amendment to Offer Letter (this “Amendment”) amends the Offer Letter, dated as of April 25, 2013 (the “Offer Letter”), by and between Bazaarvoice, Inc., a Delaware corporation (the “Company”), and Gene Austin (the “Executive”), and is made and entered into as of the date first set forth above, by and between the Company and the Executive. Capitalized terms not defined herein shall have the meanings given to them in the Offer Letter.
RECITALS
A.      The Company and the Executive previously entered into the Offer Letter in connection with the initial employment of the Executive.
B.    The Company and the Executive desire to amend the Offer Letter to provide certain additional severance benefits to the Executive as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Severance. Section 1(a)(ii) of Exhibit A to the Offer Letter will be amended and restated in its entirety to read as follows:
“(ii)     if the Company terminates your employment without Cause, then, in addition to the benefits described in Section 1(a)(i) above, subject to the limitations of Section 1(b) and Section 2 of this Exhibit A, you shall be entitled to receive severance payments in an aggregate amount equal to twelve (12) months of your then-current Base Salary, to be paid in twelve (12) equal monthly installments beginning on the Company’s first regular payroll date following the effective date of the release described in Section 1(c) below (except as otherwise provided in paragraph 1(c)), in accordance with the Company’s regular payroll practices, and shall be less applicable withholding.”
2.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. 
3.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
4.Continuing Effect.  Except to the extent expressly set forth in this Amendment, all of the terms and conditions of the Offer Letter shall continue and remain in full force and effect. Each reference to the Offer Letter shall be deemed a reference to the Offer Letter as amended hereby.  
5.Successors and Assigns.  The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.
[Signature Pages Follow]













 In Witness Whereof, the parties hereto have executed this First Amendment to Offer Letter as of the date first written above.


COMPANY


BAZAARVOICE, INC.






By: /s/ Kathy Smith-Willman                    
Name:   Kathy Smith-Willman
Title:  Sr Director, People & Talent






EXECUTIVE






/s/ Gene Austin                            
Gene Austin