exh1032mattonchrisexecut






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                          EMPLOYMENT AGREEMENT                   THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of            December 6, 2019 (the "Effective Date"), by and between Bandwidth Inc. ("Bandwidth"), a            Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 100,            Raleigh, North Carolina 27606, and W. Christopher Matton ("Matton").                                                 BACKGROUND                    A.    Matton is Bandwidth's General Counsel.                   B.    Matton has been continuously employed by Bandwidth since July 6, 2010, pursuant to an           offer letter, dated as of May 3, 2010 (the “General Counsel Employment Agreement”); Bandwidth and            Matton now desire to enter into this Agreement in order to terminate the General Counsel Employment            Agreement and formalize the terms and conditions of employment pursuant to this Agreement.                    C.    All initially capitalized terms are either defined herein (but not necessarily where first used)           or are defined in Exhibit A attached hereto and incorporated herein by this reference.                                                 AGREEMENT                   In consideration of the foregoing, the agreements made herein, and for other good and valuable            consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:                   1 Employment Period.  Bandwidth agrees to employ Matton and Matton agrees to serve            Bandwidth for the period beginning on the Effective Date and ending at 11:59 p.m., Raleigh, North            Carolina, local time, until December 31, 2019 (as may be extended, the "Employment Period").  The            Employment Period will automatically extend for consecutive additional one (1) year periods unless either            party provides the other with written notice to the contrary no less than sixty (60) days prior to the expiration            of the then current Employment Period.  If notice of non-extension is provided by Bandwidth, this            Agreement and Matton’s employment shall terminate at the end of the then current Employment Period,            and such termination of employment shall be treated as a termination by Bandwidth other than for Cause.            This Agreement may be terminated before the expiration of the Employment Period only pursuant to            Section 4.  Bandwidth and Matton each acknowledges and agrees that this Agreement does not interrupt            the continuity of Matton's employment.                    2     Nature of Duties.                    2.1   Matton will serve as Bandwidth's General Counsel.  As such, Matton will act in            conformity with the management policies, guidelines and directions issued by Bandwidth's Chief Executive            Officer (the "Chief Executive Officer"), and will have general charge and supervision of those functions            and such other responsibilities as the Chief Executive Officer determines and assigns; provided they are not            inconsistent with the functions and duties typically performed by, and the responsibility of, General            Counsels of like corporations.   Matton will report to the Chief Executive Officer.                                                      Page 1 of 15            US2008 5641838 4 





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                   2.2    Matton will work exclusively for Bandwidth on a full-time basis, with his primary office            at Bandwidth’s headquarters.  During normal business hours Matton will devote substantially all of his            business time and attention to Bandwidth's business. The foregoing does not prohibit Matton from engaging            in civic, professional and business activities that do not interfere with his duties to Bandwidth, and that            otherwise do not violate this Agreement.                   2.3    Matton will perform his duties and responsibilities hereunder diligently, faithfully and            loyally.                    3     Compensation and Benefits.                    3.1   Base Salary and Expenses.                    3.1.1 During the Employment Period, Bandwidth will pay to Matton a salary at the initial rate of            Three Hundred Four Thousand Dollars ($304,000.00) per annum (the "Base Salary").  The Base Salary            will be earned and paid in equal installments, semi-monthly, or at such other interval as the Bandwidth’s            Board of Directors (the “Board”) or Compensation Committee of the Board (the “Compensation            Committee”) directs, but no less often than once each month.  At the beginning of each year during the            Employment Period, the Chief Executive Officer will in good faith review the Base Salary and recommend            to the Board and/or Compensation Committee any changes for determination by the Board and/or the            Compensation Committee.  Bandwidth shall be entitled to withhold, or cause to be withheld, any amount            of federal, state, city or other withholding taxes or other amounts either required by law or authorized by            Matton with respect to payments made to Matton in connection with his employment hereunder.                    3.1.2  Bandwidth will reimburse Matton for all reasonable out-of-pocket business expenses            incurred by Matton on Bandwidth's behalf during the Employment Period, so long as such expenses are            reimbursable under Bandwidth’s policies in effect from time to time.  At Matton's request, expenses will            be advanced before an expenditure is incurred, or they will be paid by Bandwidth directly to third parties            from which goods or services are being obtained.                    3.2 Bonus Compensation.                   3.2.1 In addition to the Base Salary, Bandwidth will pay to Matton bonus compensation each            year  during  the  Employment  Period  of  up  to  fifty  percent  (50%)  of  the  Base  Salary  (or  more  if            Bandwidth exceeds its corporate objectives established from time to time pursuant to Section 3.2.2 below            and the pro-rata calculations provided in Section 3.2.2 below yield more than fifty percent (50%) of the            Base  Salary) (the  "Bonus  Compensation").   The  Bonus  Compensation  will  be  adjusted  based  on            Matton’s  individual achievement  of  personal  objectives  established  from  time  to  time  pursuant  to            Section  3.2.2  below;  for example,  if  Bandwidth  achieves  one  hundred  percent (100%)  of  each  of  the            corporate objectives established from time to time pursuant to Section 3.2.2 below) and Matton achieves            one hundred one percent (101%) of Matton’s personal objectives, the Bonus Compensation calculated            pursuant  to  the  first  sentence  of  this Section  3.2.1  would  be  multiplied  by  1.01.   The individual            performance objectives and the relative weighting of the respective corporate objectives established            from time to time pursuant to Section 3.2.2 below will be reviewed by the Chief Executive Officer,            who will make recommendations to the Board                                                   Page 2 of 15            US2008 5641838 4 





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                               and/or the Compensation Committee for determination by the Board and/or the Compensation Committee            at the beginning of each calendar year.                                3.2.2  The Bonus Compensation will be earned, if at all, upon satisfaction of criteria, reviewed            by the Chief Executive Officer, who will make recommendations to the Board and/or the Compensation            Committee for determination by the Board and/or the Compensation Committee, based on Matton’s            individual performance objectives and Bandwidth’s corporate objectives.   The Bonus Compensation based            on Matton’s individual performance objectives will be earned pro-rata upon Matton attaining each            objective, as reasonably reviewed by the Chief Executive Officer, who will make recommendations to the            Board and/or the Compensation Committee for determination by the Board and/or the Compensation            Committee. The Bonus Compensation based on Bandwidth’s corporate objectives will be earned upon            Bandwidth meeting its corporate objectives established from time to time pursuant to this Section 3.2.2            provided for in its annual Budget pro-rata based upon the relative weighting of the respective corporate            objectives established from time to time pursuant to this Section 3.2.2, each as reasonably reviewed by the            Chief Executive Officer, who will make recommendations to the Board and/or the Compensation            Committee for determination by the Board and/or the Compensation Committee not later than March 15th             for each calendar year.   The Chief Executive Officer may review and recommend for determination by the            Board and/or the Compensation Committee other corporate objectives and corresponding Budget targets            on an annual basis.                               3.2.3  Bonus Compensation will be paid no later than March 15th of the year succeeding the            calendar year with respect to which the Bonus Compensation, if any, is calculated.                                3.2.4  In addition to the Bonus Compensation, the Chief Executive Officer will from time to time            review Matton’s efforts on behalf of Bandwidth and may make recommendations to the Board and/or the            Compensation Committee for determination by the Board and/or the Compensation Committee a special            bonus for extraordinary service. Special bonuses, if any, will not count as any other compensation payable            under this Agreement.                               3.3   Stock Options and Restricted Stock.                               3.3.1  All of Matton's then outstanding unvested Bandwidth stock options and Bandwidth            restricted stock will immediately vest, and the options will be exercisable for the remainder of their full            original term at grant without regard to any provision in the plan under which such securities were granted            that may otherwise reduce the term, upon the earlier of:                               3.3.1.1      Matton's death prior to termination or expiration of this Agreement; or                               3.3.1.2      Change in Control.                                3.3.2  This Section 3.3 is intended to be an award agreement itself, and is intended to supplement            the terms and conditions of any and all other award agreements between Bandwidth and Matton relating to            any options or restricted stock granted to Matton by Bandwidth, and the terms of this Section 3.3 will            govern the terms of such other award agreements in the event of any conflicts, regardless of whether such            other agreements are heretofore or have previously been entered into by the parties.                                                                          Page 3 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                                       3.4    Severance.  If Bandwidth terminates Matton other than for Cause, or Matton resigns for            Good Reason, then Bandwidth will pay to Matton an amount ("Severance") equal to (i) one hundred percent            (100%) the then-current Base Salary, plus (ii) one hundred percent (100%) of the Bonus Compensation,            determined as if Matton and Bandwidth will have achieved one hundred percent (100%) of the objectives            or targets described in Section 3.2.1 above.  Such amount, less any applicable taxes and other similar            amounts, will be paid in equal installments over a twelve (12) month period following the termination in            accordance with Bandwidth’s standard payroll practices and procedures. After an Unapproved Change in            Control, in addition to the foregoing events, Severance will also be payable if Matton terminates his            employment for any reason no more than twelve (12) months after the Unapproved Change in Control.             The receipt of any severance benefits provided for pursuant to this Agreement or otherwise will be            dependent upon Matton’s delivery to Bandwidth of an effective general release of claims in a form            reasonably satisfactory to Bandwidth not later than thirty (30) days after the date of Matton’s termination            of employment (or such longer period as may be required by applicable law), and shall be paid or commence            no later than thirty (30) days thereafter, with the first payment to include any amounts that would have been            payable on payroll dates occurring after Matton’s termination of employment and prior to such first            payment.                                      3.5   Vacation.  During the Employment Period, Matton will be entitled to take vacation time            in accordance with Bandwidth's policies, but no less than twenty-five (25) days of paid vacation per year.             Bandwidth and Matton will reasonably agree on when vacation time can be taken, and how many weeks            can be taken consecutively. In the event that all or any part of the vacation is not taken for any reason during            any year, there will be no compensation paid in lieu thereof, and accrued and unused vacation time will not            be carried over and added to the vacation time for the succeeding year in accordance with such policy,            unless otherwise approved by the Chief Executive Officer.                               3.6   Health, Disability, Retirement, Death and Insurance Benefits.                                 3.6.1  Bandwidth will provide Matton with the same health, disability, retirement, death and other            fringe benefits as are generally provided to the executive employees of Bandwidth in accordance with such            terms, conditions and eligibility requirements as may from time to time be established or modified by            Bandwidth; provided, that Bandwidth will pay the entire premium for Executive’s then-current coverage            under Bandwidth's group health insurance plan unless Bandwidth reasonably determines that paying the            entire premium would be discriminatory and could subject Matton to adverse income tax consequences.            Bandwidth shall, to the extent allowable by law, regulation, contract and policy, continue to pay Matton's            basic medical insurance premiums for twelve (12) months following a termination of Matton by Bandwidth            other than for Cause, whether or not this coverage is required to be available under COBRA.                                      3.6.2  Upon a termination of Matton by Bandwidth other than for Cause, Bandwidth will also pay            Matton a lump sum amount equal to twelve (12) months of premiums for the term life insurance coverage            Bandwidth had in effect for Matton as of the date of his termination of employment.   Such amount will be            payable, less applicable withholdings, with the first payment of Severance.   Matton will have all rights to            convert or purchase such life insurance policies as provided under the terms of the plan and policies.                                                                                        Page 4 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                      3.7   Indemnification.  During the Employment Period and after Matton’s termination of            employment, Bandwidth shall indemnify Matton and hold Matton harmless from and against any claim,            loss or cause of action arising from or out of Matton’s performance as an officer, director or employee of            Bandwidth or any of its subsidiaries or other affiliates or in any other capacity, including any fiduciary            capacity, in which Matton serves at Bandwidth’s request, in each case to the maximum extent permitted by            law and under Bandwidth’s Certificate of Incorporation and By-Laws.  This indemnification right is in            addition to any similar rights under any statute, Bandwidth’s Certificate of Incorporation, By-Laws and            under any other applicable agreements that now exist or may exist from time to time. During the            Employment Period and for at least 3 years following Matton’s termination of employment, Matton shall            be covered by any policy of directors and officers’ liability insurance maintained by Bandwidth for the            benefit of its officers and directors.                               4 Termination.                               4.1   Matton's employment with Bandwidth will terminate automatically upon Matton's death.                                4.2   Bandwidth may terminate Matton’s employment at any time.                                 4.3   If at any time during the Employment Period Bandwidth (i) assigns Matton to serve in a            capacity other than as Bandwidth's General Counsel or assigns Matton to perform tasks inconsistent with            such position, in each case, which results in a material diminution in Matton’s authority, duties or            responsibilities, or (ii) Bandwidth materially breaches any provision of this Agreement, then Matton may            resign his employment by providing notice to Bandwidth within thirty (30) days of such event of the reasons            for his resignation under this provision.  Bandwidth shall have thirty (30) days following receipt of such            notice to remedy and cure the alleged diminution or breach.  If Bandwidth does not cure such breach,            Matton shall resign his employment and such resignation will be deemed to be a termination by Bandwidth            other than for Cause and/or a resignation by Matton for "Good Reason."  Matton can resign at any time            other than for Good Reason.                               4.4   Bandwidth will have the right to terminate Matton at any time, immediately, for Cause.             "Cause" will mean: (i) Matton is convicted of any felony (or Matton pleads guilty or nolo contendere            thereto); (ii) Matton fails or refuses to perform, in any material respect, the written policies or directives of            the Chief Executive Officer, unless such failure is corrected within thirty (30) days following his receipt of            written notice of such failure from Bandwidth that specifically identifies the manner in which the Chief            Executive Officer believes Matton has substantially failed to materially perform his duties; (iii) Matton            materially breaches this Agreement or any other agreement between Bandwidth and Matton, including,            without limitation, any applicable nondisclosure agreement, unless such failure is corrected within thirty            (30) days following his receipt of written notice of such failure from Bandwidth that specifically identifies            the manner in which the Chief Executive Officer believes Matton has breached the agreement; or (iv) the            gross or willful misconduct by Matton with regard to Bandwidth or any employee of Bandwidth that is            materially injurious to Bandwidth or such employee.                                                                                        Page 5 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                     5      Effects of Termination.                              5.1    Upon Matton’s termination of employment for any reason (including death), he will be            entitled to receive (in addition to any compensation and benefits he is entitled to receive under Section 3            above, if applicable): (i) any earned but unpaid Base Salary, (ii) any earned but unpaid Bonus            Compensation, (iii) unreimbursed business expenses in accordance with Bandwidth’s policies for which            expenses Matton has provided appropriate documentation, (iv) a lump sum cash amount equal to the value            of his unused vacation days in accordance with the standard written policy of Bandwidth, and (v) any vested            amounts or benefits to which Matton is then entitled under the terms of the benefit plans then sponsored by            Bandwidth in accordance with their terms. All of Bandwidth's other obligations under this Agreement will            end immediately upon Matton’s termination of employment.                                5.2   Any controversy or claim arising out of or relating to the benefits and entitlements of            Matton following a Change of Control will be resolved by binding arbitration in Raleigh, North Carolina            with the American Arbitration Association, pursuant to their commercial arbitration rules then in effect.             The determination of the arbitrator will be conclusive and binding on Bandwidth and Matton, and judgment            may be entered on the arbitrator's award in any court of competent jurisdiction.   The prevailing party may            recover its attorneys’ fees and expenses incurred in such dispute, including the cost of the Arbitration if the            prevailing party initiated the action.                                6 Stockholder Vote.  Anything in this Agreement to the contrary notwithstanding, in the            event that any amounts payable to Matton hereunder, alone or together with other payments that Matton            has a right to receive from Bandwidth, would constitute an "excess parachute payment" (as defined in            Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), then Bandwidth will reduce            the amounts payable to the minimum extent necessary to avoid the payment of any excess parachute            payments and to avoid Matton being subject to the excise tax imposed by Section 4999 of the Code. In the            event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to            this Section, then the reduction shall occur in the following order: (a) reduction of cash payments described            in Section 3 (with such reduction being applied to the payments in the reverse order in which they would            otherwise be made, that is, later payments shall be reduced before earlier payments); (b) cancellation of            acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value            of the underlying equity; and (c) cancellation of acceleration of vesting of equity awards not covered under            (b) above. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of            vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later equity            awards shall be canceled before earlier equity awards. Without limiting the foregoing, if Bandwidth is not            then a public company, it will use its best efforts to secure the approval of its stockholders to exempt the            excess parachute payments from the loss of corporate tax deductions imposed under Section 280G and the            excise tax imposed under Section 4999. If Bandwidth becomes publicly traded, it will comply with Section            951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires public companies            subject to the federal proxy rules to provide their shareholders with an advisory vote on: executive            compensation; the desired frequency of say-on-pay votes; and on golden parachute arrangements, and will            seek shareholder votes under Internal Revenue Code Section 162(m), and any other law, regulation or rule            that requires a shareholder vote on this Agreement, or that permits a vote to preserve tax benefits or avoid            tax penalties.                                                                                              Page 6 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                     7      Covenant Not To Compete.                               7.1   Inducement.  This covenant between Matton and Bandwidth is being executed and            delivered by Matton in consideration of Matton's employment with Bandwidth and each party's rights and            obligations agreed to hereunder (including, without limitation, the Base Salary, Bonus Compensation, and            other benefits and payments set forth herein).  Matton acknowledges that Bandwidth's business and            Matton's responsibilities are international in scope.   Matton further acknowledges that the covenant not to            compete with Bandwidth contained in this Section 7 was and has been a condition of his employment since            Matton was originally employed by Bandwidth.                               7.2 Restricted Activities ─ Duration.  Except as otherwise consented to or approved by the            Chief Executive Officer in writing, Matton agrees that during the term of this Agreement and for twelve            (12) months after Matton's employment with Bandwidth ends;, regardless of the time, manner or reasons            for termination, and regardless of whether terminated by Matton or Bandwidth, but only so long as            Bandwidth does not breach its obligations in this Agreement, Matton will not, directly or indirectly, acting            alone or as a member of a partnership or as an owner, director, officer, employee, manager, representative            or consultant of any corporation or other business entity:                                     7.2.1  engage in any business in competition with the business that is conducted by                   Bandwidth in the United States, Canada or any European, Asian, Pacific or other foreign country                   in which Bandwidth then or thereafter transacts business or is making a bona fide attempt to do so;                                     7.2.2  induce, request or attempt to influence any customers or suppliers of Bandwidth to                   curtail or cancel their business or prospective business with Bandwidth or in any way interfere with                   Bandwidth's business relationships; or                                     7.2.3  induce, solicit, assist or facilitate the inducement or solicitation by a third person                   of any employee, officer, agent or representative of Bandwidth, to terminate their respective                   relationship with Bandwidth or in any way interfere with Bandwidth's employee, officer, agent or                   representative relationships.                               7.3   Tolling; Relief of Obligations.  In the event that Matton breaches any provision of this            Section 7, that violation will toll the running of the restricted period set forth in Section 7.2 from the date            of commencement of such violation until such violation ceases.                               7.4   "Blue Penciling" or Modification.  If the length of time, geographic area or scope of            restricted business activity set forth in Section 7.2 is deemed unreasonably restrictive or unreasonable in            any other respect in any court proceeding, Matton and Bandwidth agree and consent to such court's            modifying or reducing such restriction(s) to the extent deemed reasonable under the circumstances then            presented.                                      7.5   Definitions.  As used in this Section 7, the following terms will have the following            definitions:                                            (i)    The terms “compete” or “in competition,” as used herein, will be deemed to                                                                          Page 7 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                               include, without limitation, becoming or being an employee, owner, partner, consultant, agent, stockholder,            director, or officer of any person, partnership, firm, corporation or other entity (other than Bandwidth)            which engages in (i) the business of developing, providing, offering and selling (A) retail VoIP services,            including, without limitation, IP based unified communications services and trunking services; wholesale            VoIP services; (B) wholesale origination, termination or SMS services; (C) emergency solutions for            telecommunications carriers, including, without limitation, end-to-end call control and support, real-time            address validation, automated provisioning and/or geospatial routing; (D) communication platform as a            service (or CPaaS) solutions, including, without limitation, application program interfaces deploying, causing            the use of, or using origination, termination, or SMS services; and/or (E) product(s) or service(s) to which            any of clauses (A) through (D) apply and/or any product(s) or service(s) that perform substantially similar            functions to which any of clauses (A) through (D) apply, or (ii) any other business conducted by Bandwidth            immediately prior to such termination (or in which Bandwidth shall at such time be actively preparing to            engage).  Notwithstanding the foregoing, ownership of five (5%) percent or less of any class of securities            of an entity will not constitute competition with Bandwidth.                                     (ii)   The phrases “engage in a business” or “engage in a line of business” and similar            phrases will be deemed to include marketing or otherwise selling products or researching, writing,            developing, designing, distributing, testing or manufacturing products or services or otherwise preparing to            market or sell products or services.                                      8     Nondisclosure of Confidential Information.                               8.1   Matton acknowledges that the discharge of his duties under this Agreement will necessarily            involve his access to Confidential Information. Matton acknowledges that the unauthorized use by him or            disclosure by him of such Confidential Information to third parties might cause irreparable damage to            Bandwidth and Bandwidth's business. Accordingly, Matton agrees that at all times after the date hereof he            will not copy, publish, disclose, divulge to or discuss with any third party nor use for his own benefit or            that of others, without the prior express written consent of the Chief Executive Officer, except in the normal            conduct of his duties under this Agreement, any Confidential Information, it being understood and            acknowledged by Matton that all Confidential Information created, compiled or obtained by Matton or            Bandwidth, or furnished to Matton by any person while Matton is associated with Bandwidth remains its            exclusive property.                               8.2   Promptly upon termination of his employment, irrespective of the time or manner thereof            or reason therefor, and whether such termination is by Bandwidth or Matton, Matton agrees to return and            surrender to Bandwidth all tangible Confidential Information in any manner in his control or possession, as            well as all other Bandwidth property.                                      8.3   Pursuant to the Defend Trade Secrets Act of 2016, Matton understands that:                                       An individual may not be held criminally or civilly liable under any federal or state trade secret law            for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government            official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or            investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed            under seal in a lawsuit or other proceeding.                                                                          Page 8 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                                        Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected            violation of law may disclose the employer's trade secrets to the attorney and use the trade secret            information in the court proceeding if the individual: (a) files any document containing the trade secret            under seal; and (b) does not disclose the trade secret, except pursuant to court order.                                    9 Remedies Inadequate.                               9.1   Matton acknowledges that the services to be rendered by him to Bandwidth as            contemplated by this Agreement are special, unique and of extraordinary character. Matton expressly agrees            and understand that the remedy at law for any breach by him of Section 7 or 8 of this Agreement will be            inadequate and that the damages flowing from such breach are not readily susceptible to being measured in            monetary terms.  Accordingly, upon adequate proof of Matton's violation of any legally enforceable            provision of Section 7 or 8, Bandwidth will be entitled to immediate injunctive relief, including, without            limitation, a temporary order restraining any threatened or further breach.  In the event any equitable            proceedings are brought to enforce the provisions of any of Section 7, 8 or 9, Matton agrees that he will not            raise in such proceedings any defense that there is an adequate remedy at law, and Matton hereby waives            any such defense.  Nothing in this Agreement will be deemed to limit Bandwidth's remedies at law or in            equity for any breach by Matton of any of the provisions of Section 7 or 8 which may be pursued or availed            of by Bandwidth. Without limiting the generality of the immediately preceding sentence, any covenant on            Matton's part contained in Section 7 or 8, which may not be specifically enforceable will nevertheless, if            breached, give rise to a cause of action for monetary damages.                              9.2    Matton has carefully considered, and has had adequate time and opportunity to consult with            his own counsel or other advisors regarding the nature and extent of the restrictions upon him and the rights            and remedies conferred upon Bandwidth under Sections 7, 8 and 9, and hereby acknowledges and agrees            that such restrictions are reasonable in time, territory and scope, are designed to eliminate competition            which otherwise would be unfair to Bandwidth, do not stifle the inherent skill and experience of Matton,            would not operate as a bar to Matton's sole means of support, are fully required to protect the legitimate            interests of Bandwidth and do not confer a benefit upon Bandwidth disproportionate to the detriment to            Matton.                              9.3    The covenants and agreements made by Matton in Sections 7, 8 and 9 will survive full            payment by Bandwidth to Matton of the amounts to which Matton is entitled under this Agreement, the            expiration of the Employment Period and this Agreement.                              10 Rights.  Matton acknowledges and agrees that any procedure, design feature, schematic,            invention, improvement, development, discovery, know how, concept, idea or the like (whether or not            patentable, registrable under copyright or trademark laws, or otherwise protectable under similar laws) that            Matton may conceive of, suggest, make, invent, develop or implement, during the course of his service            pursuant to this Agreement (whether individually or jointly with any other person or persons), relating in            any way to the business of Bandwidth or to the general industry of which Bandwidth is a part, as will all            physical embodiments and manifestations thereof, and all patent rights, copyrights, trademarks (or            applications therefor) and similar protections therein (all of the foregoing referred to as "Work Product"),            will be the sole, exclusive and absolute property of Bandwidth.  All Work Product will be deemed to be                                                                          Page 9 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                               works for hire and, in addition to the Work Product being works for hire, Matton hereby assigns to            Bandwidth all right, title and interest in, to and under such Work Product, including without limitation, the            right to obtain such patents, copyright registrations, trademark registrations or similar protections as            Bandwidth may desire to obtain.  Matton will immediately disclose all Work Product to Bandwidth and            agrees, at any time, upon Bandwidth's request and without additional compensation, to execute any            documents and otherwise to cooperate with Bandwidth respecting the perfection of its right, title and            interest in, to and under such Work Product, and in any litigation or controversy in connection therewith,            all expenses incident thereto to be borne by Bandwidth.                              11     Assignment of Payment Rights.  In no event will Bandwidth be obligated to make any            payment under this Agreement to any assignee or creditor of Matton, other than to the estate of Matton after            his death.   Prior to the time of payment under this Agreement, neither Matton nor his legal representative            will have any right by way of anticipation or otherwise to dispose of any interest under this Agreement.                               12    Bandwidth's Obligations Unfunded.  Except as to any benefits that may be required to            be funded under any benefit plan of Bandwidth pursuant to law, as provided for in this Agreement or            pursuant to other agreements and which are not for the sole benefit of Matton, the obligations of Bandwidth            under this Agreement are not funded and Bandwidth will not be required to set aside or deposit in escrow            any monies in advance of the due date for payment thereof to Matton.                               13 Notices.   Any notice to be given hereunder by Bandwidth to Matton will be deemed to be            given if delivered to Matton in person, if emailed to Matton at his business email address or if mailed or            overnighted to Matton at his address last known on the records of Bandwidth, and any notice to be given            by Matton to Bandwidth will be directed either to Bandwidth's Chief Executive, Secretary or General            Counsel, and in any case it will be deemed to be given if delivered in person, if emailed to the address at            his business email address or if mailed or overnighted to the person at his address last known on the records            of Bandwidth, unless any party will have duly notified the other parties in writing of a change of address.             All notices are deemed given when delivered to such address, or if otherwise actually received by the            addressee.                              14 Section 409A.                                      14.1   In order to ensure compliance with Code Section 409A and the regulations and guidance            promulgated thereunder (collectively “Section 409A”), the provisions of this Section 14 shall govern in all            cases over any contrary or conflicting provision in this Agreement (other than a comparable Section 409A            provision that is expressly intended to govern over this provision by its terms).   The intent of the parties is            that payments and benefits under this Agreement comply with, or be exempt from, Section 409A and,            accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be            in compliance therewith. Matton acknowledges and agrees that Bandwidth has made no representation to            Matton as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and            that Matton is solely responsible for all taxes due with respect to such compensation and benefits.                                      14.2  To the extent necessary to comply with Section 409A, references in this Agreement to            “termination of employment” or “terminates employment” (and similar references) shall have the same            meaning as “separation from service” under Code Section 409A(a)(2)(A)(i), and no payment subject to                                                                         Page 10 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                               Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later            than applicable in compliance with Section 409A) when Matton incurs a “separation from service” under            Code Section 409A(a)(2)(A)(i) (a “Separation from Service”).  In addition, if Matton is a “specified            employee” within the meaning of Section 409A at the time of his Separation from Service, any nonqualified            deferred compensation subject to Section 409A that would otherwise have been payable on account of, and            within the first six months following, Matton’s Separation from Service, and not by reason of another event            under Section 409A, will become payable on the first business day after six months following the date of            Matton’s Separation from Service or, if earlier, the date of Matton’s death.                                    14.3   Consistent with the requirements of Section 409A, to the extent that any reimbursement or            in-kind benefit provided is taxable and subject to Section 409A, unless stated otherwise –            (i) reimbursements and in-kind benefits will be provided only during the period during which Matton is            employed or receiving Severance; (ii) the expenses eligible for reimbursement or the in-kind benefits            provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind            benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made            no later than the last day of calendar year following the calendar year in which the expense was incurred;            and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other            benefit.                                    14.4   For purposes of Section 409A, Matton’s right to receive any installment payments pursuant            to this Agreement shall be treated as a right to receive a series of separate and distinct payments.  If a            Separation from Service occurs prior to the date of an Unapproved Change in Control, each payment of            Severance and each other payment hereunder that is made within 2-1/2 months following the end of the            year that contains the date of Matton’s Separation from Service is intended to be exempt from Section 409A            as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment            that is made later than 2-1/2 months following the end of the year that contains the date of Matton’s            Separation from Service is intended to be exempt under the two-times exception of Treasury Reg. § 1.409A-           1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and each            payment that is made after the two-times exception ceases to be available shall be subject to delay (if            necessary) in accordance with Section 14.2 above.   Continued medical coverage is intended to be exempt            from Section 409A under the exemption for health benefits in Treas. Reg. § 1.409A-1(b)(9)(v)(B).                                14.5   In no event may Matton, directly or indirectly, designate the calendar year of any payment            to be made under this Agreement that is considered nonqualified deferred compensation subject to Section            409A.  In no event shall the timing of Matton’s execution of the general release of claims, directly or            indirectly, result in Matton designating the calendar year of payment of any nonqualified deferred            compensation subject to Section 409A, and if such a payment that is subject to execution of the general            release of claims could be made in more than one taxable year, payment shall be made in the later taxable            year.                                    15 Amendments.  This Agreement will not be modified or discharged, in whole or in part,            except by an agreement in writing signed by all parties.                               16 Entire Agreement.  Except as expressly provided for herein, this Agreement constitutes            the entire agreement between the parties with respect to the subject matter hereof.   For clarity, the General                                                                         Page 11 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                               Counsel Employment Agreement is, effective as of the execution of this Agreement, immediately            terminated and of no further force or effect.   The parties are not relying on any other representation, express            or implied, oral or written.   This Agreement supersedes any prior employment agreement, written or oral,            between Matton and Bandwidth; provided, however that other non-competition, non-solicitation,            confidentiality agreements, and other restrictive covenant agreements between Matton and Bandwidth            remain in effect and this Agreement and such other agreements may be enforced by Bandwidth            independently or simultaneously.                               17 Captions; Terms.  The captions contained in this Agreement are for convenience of            reference only and do not affect the meaning of any terms or provisions hereof.   References to "termination            of employment," "termination of Matton," "termination of this Agreement," "termination of the            Employment Period," and any other terms of similar meaning will all be deemed equivalent. Masculine,            feminine and neuter pronouns are interchangeable as context requires.                                      18 Binding Effect.  The parties may not assign this Agreement and may not assign or            delegate any right or duty hereunder and any attempt to do so is void. Subject to the foregoing, the rights            and obligations of Bandwidth hereunder will inure to the benefit of, and will be binding upon, Bandwidth            and its successors and assigns, and the rights and obligations of Matton hereunder will inure to the benefit            of, and will be binding upon, Matton and his heirs, personal representatives and estate.                                19 Severable Provisions.   The provisions of this Agreement are severable, and if any one or            more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the            remaining provisions and any partially enforceable provision will be binding and enforceable to the extent            enforceable in any jurisdiction.                               20    Governing Law and Venue.  This Agreement will be interpreted, construed, and            enforced in all respects in accordance with the laws of the State of North Carolina, without regard to conflict            of laws.  Other than disputes that by the terms of this Agreement are to be resolved through binding            arbitration, any and all actions brought arising out of, or based in whole or in part upon this Agreement or            the employment relationship between Matton and Bandwidth, will be brought in either a federal or state            court sitting in Raleigh, North Carolina, and the parties consent to jurisdiction and venue thereof.                                                                                       Page 12 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first            above written, effective the Effective Date.                                                                      Bandwidth:                                                                      BANDWIDTH INC.                                                                                                                                By _______________________                                                                                                                    Its  _______________________CEO                                                                                   Matton:                                                                                  __________________________                                                          W. Christopher Matton                                                                           Page 13 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                                                     EXHIBIT A                                          EMPLOYMENT AGREEMENT                                                DEFINITIONS                               "Approved Change in Control" of Bandwidth means a Change in Control of Bandwidth of a nature            that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as if in            effect on the Effective Date, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as            amended (the "Exchange Act") if the transaction causing such a change will have been approved by the            affirmative vote of at least a majority of the Continuing Directors.                                       "Change in Control" means, and will be deemed to have occurred at such time as: (i) any "person"            (as such term is used in Section 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as            defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) or more prior            to Bandwidth's first underwritten public offering and twenty-five percent (25%) or more after, but not as a            result of, Bandwidth's first underwritten public offering, or more of the combined voting power of            Bandwidth's Voting Securities; (ii) sale of all or substantially all of the assets of Bandwidth, or any merger,            consolidation, or reorganization to which Bandwidth is a party and as the result of which Bandwidth's            stockholders prior to the transaction do not own at least fifty percent (50%) of the voting power of the            surviving entity in the election of directors; or (iii) individuals who constitute the Continuing Directors            cease for any reason to constitute at least a majority of Bandwidth's Board of Directors.   Notwithstanding            the foregoing, no event unilaterally caused by Matton by virtue of his stock ownership will be a Change in            Control.   Further notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless            the transaction also constitutes a change in the ownership or effective control of Bandwidth or a change in            the ownership of a substantial portion of the assets of Bandwidth, each as defined in Code Section            409A(a)(2)(A)(v) and the regulations promulgated thereunder; however, a Change in Control shall be            deemed to occur if the transaction constitutes a change in the ownership or effective control of Bandwidth            or a change in the ownership of a substantial portion of the assets of Bandwidth, each as defined in Code            Section 409A(a)(2)(A)(v) and the regulations promulgated thereunder, regardless of whether it satisfies the            foregoing.                               "Budget" will mean for each year, Bandwidth's management financial targets approved by the            Board of Directors for the year in question.                               "Confidential Information" means all information or trade secrets of any type or description            belonging to Bandwidth that are proprietary and confidential to Bandwidth and are not publicly disclosed            or are only disclosed with restrictions.  Without limiting the generality of the foregoing, Confidential            Information includes strategic plans for carrying on business, other business plans, cost data, internal            financial information, customer lists, employee lists, vendor lists, business partner or alliance lists,            drawings, designs, schematics, flow charts, specifications, inventions, calculations, discoveries and any            letters, papers, documents or instruments disclosing or reflecting any of the foregoing, and all information            revealed to, acquired or created by Matton during Matton's employment by Bandwidth relating to any of            the foregoing.                                                                                      Page 14 of 15            US2008 5641838 4               





 






DocuSign Envelope ID: DD4651B8-3886-40F7-B062-1763EBFBC3AF                                                                                                                     "Continuing Directors" will mean and include the persons constituting Bandwidth's Board of            Directors as of the Effective Date, and any person who becomes a director of Bandwidth subsequent to the            date hereof whose election, or nomination for election by Bandwidth's stockholders, was approved by an            affirmative vote of at least a majority of the then Continuing Directors (either by a specific vote or if            Bandwidth is then subject to the proxy rules of the Exchange Act then by approval of the proxy statement            of Bandwidth in which such person is named as a nominee for director or of the inclusion of such person            in such Proxy Statement as such a nominee, in any case without objection by any member of such approving            majority of the then Continuing Directors to the nomination of such person or the naming of such person            as a director nominee).                                      “Good Reason” means that if, at any time during the Employment Period without Matton’s consent,            Bandwidth (i) assigns Matton to serve in a capacity other than as the Company’s General Counsel or assigns            Matton to perform tasks inconsistent with such position, in each case, which results in a material overall            diminution in Matton’s authority, duties or responsibilities, or (ii) Bandwidth materially breaches any            provision of this Agreement, then Matton may resign his employment by providing notice to Bandwidth            within thirty (30) days of such event of the reasons for his resignation under this provision.  Bandwidth            shall have thirty (30) days following receipt of such notice to remedy and cure the alleged diminution or            breach.  If Bandwidth does not cure such breach, Matton shall resign his employment within thirty (30)            days of Bandwidth’s cure period, and such resignation will be deemed to be a resignation by Matton for            Good Reason.                                      "Operating Earnings" will mean earnings before interest, taxes, depreciation and amortization and            excluding (i) capital expenditures, (ii) extraordinary gains and losses, and (iii) any bonus(es) paid or payable            pursuant to Section 3.5 and/or Section 3.6 of the agreement to which this Exhibit A is attached, unless            Bandwidth has accrued for the payment of such bonus(es) in connection with Bandwidth’s calculation of            Operating Earnings target for the purposes of Section 3.2.                                        "Unapproved Change in Control" of Bandwidth will mean any Change in Control of Bandwidth            that is not an Approved Change in Control.                               "Voting Securities" means Bandwidth's outstanding securities ordinarily having the right to vote at            elections of directors.                                                                                                                                                   Page 15 of 15            US2008 5641838 4