exhibit101xq1x2020






                                                                                                                       SERVICESOURCE INTERNATIONAL, INC.        NON-EMPLOYEE DIRECTOR     DEFERRED COMPENSATION PLAN                                                (Effective March 5, 2020)                                                                                         





 






                                                                                                                                                                       SERVICESOURCE INTERNATIONAL, INC.                                                                 NON-EMPLOYEE DIRECTOR                       DEFERRED COMPENSATION PLAN                                                               ServiceSource  International, Inc.,  a Delaware corporation, hereby  adopts this  ServiceSource  International, Inc. Non-Employee  Director  Deferred  Compensation  Plan  (the  “Plan”) for the benefit of the Non-Employee Directors (defined below) of the Company.  The  Plan is  designed  to  allow  the  Non-Employee  Directors  of  the  Company  to  defer  both  cash  director fees and the receipt of certain director equity awards.  The Plan will be effective as of  March 5, 2020.                                                 ARTICLE I                                 DEFINITIONS                                      Section 1.1 Definitions. Whenever used in the Plan, the following capitalized words and  phrases shall have the meanings set forth below:                              (a)    “Administrator” means the Board, or if and to the extent the Board does  not administer the Plan, the Committee.                             (b)    “Beneficiary” or “Beneficiaries” means  the  individuals,  trusts  or  other  entities designated by a Participant in writing pursuant to Section 6.2(a) of the Plan as being  entitled to receive any benefit payable under the Plan following the death of a Participant, or, in  the absence of such designation, the persons specified in Section 6.2(b) of the Plan.                             (c)    “Benefit” or “Benefits” means the Restricted Stock Units, Director Cash  Compensation,  and other amounts  credited  to  a  Participant’s  Account pursuant  to the  Participant’s Deferred Compensation Election, as adjusted pursuant to Sections 3.2 and 3.3.                             (d)    “Board” means the Board of Directors of the Company as constituted at the  relevant time.                             (e)    “Change in Control” means the occurrence of any of the following events:                                    (i)  Change in Ownership: A change in the ownership of the Company       which occurs on the date that any one person, or more than one person acting as a group       (“Person”), acquires ownership of the stock of the Company that, together with the stock       held by such Person, constitutes more than fifty percent (50%) of the total voting power       of the stock of the Company; provided, however, that for purposes of this subsection (i),       the acquisition of additional stock by any one Person, who is considered to own more than       fifty percent (50%) of the total voting power of the stock of the Company will not be       considered a Change in Control.                                                          - 1 -                           





 






                                                                                                                                                               (ii)  Change in Effective Control: A change in the effective control of        the Company which occurs on the date that a majority of members of the Board is replaced        during any twelve (12) month period by Directors whose appointment or election is not        endorsed by a majority of the members of the Board prior to the date of the appointment        or election. For purposes of this clause (ii), if any Person is considered to be in effective        control of the Company, the acquisition of additional control of the Company by the same        Person will not be considered a Change in Control.                      (iii) Change  in  Ownership  of  Substantial  Assets: A  change  in  the        ownership of a substantial portion of the Company’s assets which occurs on the date that        any Person acquires (or has acquired during the twelve (12) month period ending on the        date of the most recent acquisition by such person or persons) assets from the Company        that have a total gross fair market value equal to or more than fifty percent (50%) of the        total gross fair market value of all of the assets of the Company immediately prior to such        acquisition or acquisitions; provided, however, that for purposes of this subsection (iii),        the following will not constitute a change in the ownership of a substantial portion of the        Company’s  assets:  (A)  a  transfer  to  an  entity  that  is  controlled  by  the  Company’s        stockholders immediately after the transfer, or (B) a transfer of assets by the Company to:        (1) a stockholder of the Company (immediately before the asset transfer) in exchange for        or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the        total value or voting power of which is owned, directly or indirectly, by the Company, (3)        a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or        voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty        percent (50%) of the total value or voting power of which is owned, directly or indirectly,        by a Person described in this subsection (iii). For purposes of this subsection (iii), gross        fair market value means the value of the assets of the Company, or the value of the assets        being disposed of, determined without regard to any liabilities associated with such assets.                                    (iv)  Persons Acting as a Group.  For purposes of this Section 1.1(e),        persons will be considered to be acting as a group if they are owners of a corporation that        enters into a merger, consolidation, purchase or acquisition of stock, or similar business        transaction with the Company.                        The  foregoing  definition  of  Change  of  Control  shall  be  interpreted,  administered  and        construed in a manner necessary to ensure that the occurrence of any such event shall result        in a Change in Control only if such event qualifies as a change in the ownership or effective        control of a corporation, or a change in the ownership of a substantial portion of the assets        of  a  corporation,  as  applicable,  within  the  meaning  of  Treasury  Regulation  §1.409A-       3(i)(5) or any successor provision.                (f)    “Code” means the Internal Revenue Code of 1986, as amended from time  to time, and any successor statute. References to a Code Section shall be deemed to be that section  or to any successor to that section.                (g)   “Committee” means the Compensation Committee of the Board.                                        - 2 -              





 






                                                                                                                                                           (h)   “Common  Stock” means  the  common  stock  of  the  Company,  par  value  $0.0001 per share, or any successor security.                (i)   “Company”  means ServiceSource  International,  Inc..,  a Delaware  corporation.                (j)     “Deferred Compensation Election” means the election to participate and  defer Restricted Stock Units and/or Director Cash Compensation which is made by a Participant  and delivered to the Company.                (k)   “Director” means  an  individual  serving  as  a  member  of  the  Board  of  Directors of the Company.                (l)   “Director  Cash  Compensation”  means the Non-Employee Director’s  annual  cash  retainer  and  any  cash  fees  received  for  performance  of  the  Director’s duties,  including  cash  fees  for  attendance  or  participation  at  meetings  and  for  serving  on  a  Board  Committee or as a Board or Board Committee Chair. “Director Cash Compensation” shall not  include any other type of direct or indirect compensation, including, but not limited to, expense  reimbursements or equity awards of any kind.                             (m)   “Effective  Date” means March  5,  2020,  the  date  on  which  this  Plan  becomes effective.                (n)   “Non-Employee Director” means any Director who is not an employee of  the Company or any of its affiliates or subsidiaries.                            (o)   “Participant” means a Non-Employee Director of the Company who has a  Deferred Compensation Election currently in effect or who has an Account under the Plan.                 (p)   “Plan Year” means January 1 through December 31; provided, however,   that the initial Plan Year shall begin on the Effective Date of the Plan and shall end on December   31, 2020.                 (q)  “Restricted Stock Units” means phantom, or notional interests granted to   Participants, as  compensation  for  services as  a  Non-Employee  Director, pursuant  to the   Company’s  stockholder  approved  equity  incentive  plan(s)  that,  once  vested,  entitle  the   Participant to receive one (1) share of Common Stock for each vested restricted stock unit.           Section 1.2  The following capitalized terms are defined in the following Sections of the  Plan:                        Capitalized Term             Defined In                   Account or Deferred Account         3.1                    Initial Enrollment Period         2.2(b)                                        - 3 -              





 






                                                                                                                                                                        Plan                   Preamble                  Subsequent Enrollment Period        2.2(c)                            Parties                    9.4                            Person                  1.1(e)(1)                                                     ARTICLE II                                PARTICIPATION             Section 2.1 Eligibility to Participate.  Each Non-Employee Director of the Company   shall be eligible to participate in this Plan upon the sooner of (i) the Effective Date, or (ii) the   date on which the Non-Employee Director commences service as a Non-Employee Director of   the Company.           Section 2.2  Election to Participate.                         (a)   General.  Each Non-Employee Director may become a Participant in the  Plan by electing to defer compensation in accordance with the terms and conditions hereof.  All  elections to defer shall be in writing and shall be made by executing and returning a Deferred  Compensation Election to the Administrator.                              (b)   Initial Deferral Elections.  All Deferred Compensation Elections for the  Plan Year in which the Participant first becomes eligible to participate in the Plan shall be executed  and filed with the Administrator within thirty (30) days after the Non-Employee Director first  becomes eligible to participate in the Plan pursuant to Section 2.1 (such thirty (30) day period  being  the  “Initial  Enrollment  Period”).  Accordingly, individuals  serving  as Non-Employee  Directors as of the Effective Date of the Plan shall have an Initial Enrollment Period beginning  on the Effective Date and ending on the 30th day after the Effective Date.  The initial Deferred  Compensation Election will apply solely to Director Cash Compensation attributable to services  performed after the Deferred Compensation Election is made and to Restricted Stock Units to  granted in the initial year of Plan participation on or after the date the Deferred Compensation  Election is made.                      (c)   Subsequent Deferral Elections. Deferred Compensation Elections for each  subsequent Plan Year shall be made during the period of December 1 to December 31 prior to the  relevant Plan Year (each, a “Subsequent Enrollment Period”).  Any such Deferred Compensation  Election may apply solely to compensation attributable to services performed on or after the first  day  of  the  Plan  Year that begins  immediately  following  the  relevant  Subsequent  Enrollment  Period.  Thus, a Deferred Compensation Election pursuant to this paragraph may apply solely to  Director Cash Compensation paid for services performed on or after the first day of the Plan Year  that  begins  immediately  following  the relevant Subsequent  Enrollment  Period.   Similarly, a  Deferred Compensation Election pursuant to this paragraph may apply only to Restricted Stock  Units that are granted to the Participant in the Plan Year that begins immediately following the  relevant Subsequent Enrollment Period.                                         - 4 -              





 






                                                                                                                                                                 (d)   Elections to Continue Unless Modified. A deferral election made pursuant  to a Deferred Compensation Election shall remain in effect for future Plan Years until modified  by the Participant.  No modification shall be given effect with respect to a Plan Year to which the  modification  is  intended  to  apply  unless  that  modification  is  made during  the Subsequent  Enrollment Period for such Plan Year.           Section 2.3 Cessation of Participation.  Participation in the Plan shall continue until   all of the Benefits to which the Participant is entitled have been paid in full.                                    ARTICLE III                     DEFERRED COMPENSATION ACCOUNTS           Section 3.1 Establishment of  Accounts.  The  Company  shall  establish a  “Deferred   Account”  (also  referred  to  as  an  “Account”)  for  each  Participant,  which shall consist  of  the   Director Cash Compensation and Restricted Stock Units deferred into such Account, as adjusted   pursuant to Section 3.2 and 3.3.  A Participant’s Deferred Account shall be credited with the   dollar amount of Director Cash Compensation or the number of Restricted Stock Units deferred   by such Participant on the date on which the Director Cash Compensation would otherwise have   been payable or on the date on which the Restricted Stock Units would otherwise have vested.           Section 3.2 Deemed Investments.  Restricted Stock Units credited to the Participant’s  Deferred Account shall be deemed invested solely in an equal number of shares of Common Stock  and  shall  be credited  with dividends and  adjusted  for distributions  and  changes  in  corporate  capitalization in the same manner as actual shares of outstanding Common Stock of the Company.   Director Cash Compensation credited to the Participant’s Deferred Account may be credited with  earnings, gains or losses pursuant to such deemed investments (including deemed investment in  Common Stock) as the Administrator shall determine, if any, in its sole and absolute discretion.           Section 3.3 Adjustment for Distributions.  A Participant’s Deferred Account shall be   debited for all distributions made to such Participant under the Plan.                                     ARTICLE IV                                     VESTING           Participants shall be fully vested in their Accounts at all times.                                     ARTICLE V                           TIMING OF DISTRIBUTIONS           Payment of a Participant’s Benefit shall be made within thirty (30) days following the   earliest to occur of (A) a Participant’s “separation from service” as defined for purposes of Code   Section 409A, (B) the Participant’s death, or (C) a Change in Control.                                    ARTICLE VI                          DISTRIBUTION OF BENEFITS                                        - 5 -              





 






                                                                                                                                                  Section 6.1  Form of Benefit.  A Participant shall receive his or her Benefit in a lump   sum distribution.  Payment in respect of any portion of the Participant’s Account that is deemed   invested in Company Common Stock shall be made by distributing to the Participant an equal   number of shares of Common Stock issued under the Company’s stockholder-approved equity   incentive plan(s); provided, however, that the Administrator may, in its discretion, choose to   settle any such amounts by paying to the Participant cash equal to the fair market value of the   Common Stock that would otherwise be issuable to the Participant. Payment in respect of any   portion of the Participant’s Account not invested in Company Common Stock shall be made in   cash.           Section 6.2 Beneficiaries.                 (a)  Each  Participant  has  the  right  to  designate  primary  and  contingent   Beneficiaries for Benefits payable under the Plan following the Participant’s death. A beneficiary   designation by a Participant shall be in writing on a form acceptable to the Company and shall   be effective only upon delivery to the Company. A beneficiary designation may be revoked by   a Participant at any time by delivering to the Company either written notice of revocation or a   new  beneficiary designation  form.   The  beneficiary  designation  form  last  delivered  to  the   Company prior to the death of a Participant shall control.                 (b)   In the event there is no beneficiary designation on file with the Company, or   all  Beneficiaries  designated  by  a  Participant  have  predeceased  the  Participant,  the  Benefit   payable following the death of the Participant shall be paid to the Participant’s spouse, if living;   if  the  Participant  does  not  leave  a  surviving  spouse,  to  the  Participant’s  issue  by  right  of   representation; or, if there are no such issue then living, to the Participant’s estate.                                    ARTICLE VII                                  NO FUNDING           No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any   claim to any specific assets of the Company, and the rights of Participants and Beneficiaries to   Benefits  to  which  they  are  otherwise  entitled  under  the  Plan  shall  be  those  of  an  unsecured   general creditor of the Company.                                    ARTICLE VIII                         ADMINISTRATION OF THE PLAN           Section 8.1 Administrator. The  Administrator  shall  be  responsible  for  the  general   operation and administration of this Plan and for carrying out the provisions thereof.          1.1   Section 8.2 General Powers of Administration.  The Administrator is hereby  granted all authority necessary or desirable to administer the Plan, including authority to interpret  the Plan, to adopt and revise rules and regulations relating to the Plan, and to make any other  determinations  that  it  believes  necessary  or  advisable  for  the  administration  of  the  Plan.  The  Administrator  shall  be  entitled  to  rely  conclusively  upon  all  tables,  valuations,  certificates,                                         - 6 -              





 






                                                                                                                                             opinions  and  reports  furnished  by  any  actuary,  accountant,  controller,  counsel  or  other  person  employed or engaged by the Company with respect to this Plan.          Section 8.3 Claims Procedure. The Administrator shall notify a Participant in writing   within ninety (90) days of the Participant’s written application for Benefits or his or her eligibility   or non-eligibility for Benefits under the Plan.  If the Administrator determines that a Participant   is not eligible for Benefits or full Benefits, the notice shall set forth (i) the specific reasons for   such denial, (ii) a specific reference to the provision of the Plan on which the denial is based,   (iii) a description of any additional information or material necessary for the claimant to perfect   his or her claim, a description of why it is needed, and an explanation of the Plan’s claims review   procedure and other appropriate information as the steps to be taken if the Participant wishes to   have  his  or  her  claim  reviewed.   If  the  Administrator  determines  that  there  are  special   circumstances requiring additional time to make a decision, the Administrator shall notify the   Participant of the special circumstances and the date by which a decision is expected to be made   and may extend the time for an additional 90-day period.  If a Participant is determined by the   Administrator to be not eligible for Benefits, or if the Participant believes that he or she is entitled   to greater or different Benefits, he or she shall have the opportunity to have his or her claim   reviewed by the Administrator or filing a petition for review with the Administrator within sixty   (60) days after receipt by him or her of the notice issued by the Administrator. Said petition shall   state that specific reasons the Participant believes he or she is entitled to Benefits or greater or   different Benefits.  Within sixty (60) days after receipt by the Administrator of said petition, the   Administrator  shall  afford  the  Participant  (and  his  or  her  counsel,  if  any)  an  opportunity  to   present his or her position to the Administrator orally or in writing, and such Participant (or his   counsel)  shall  have  the  right  to  review  the  pertinent  documents,  and  the  Administrator  shall   notify  the  Participant  of  its  decision  in  writing  within  said  sixty  (60)  day  period,  stating   specifically the basis of said decision written in a manner calculated to be understood by the   Participant and the specific provisions of the Plan on which the decision is based. If, because of   the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred   for up to another sixty (60) day period at the election of the Administrator, but notice of this   deferral shall be given to the Participant.                                     ARTICLE IX                                 MISCELLANEOUS           Section 9.1  Benefits Inalienable.  Except as provided in Section 6.2, the right of any   Participant, any Beneficiary, or any other person to the payment of any Benefits under this Plan   shall not be assigned, transferred, pledged or encumbered.           Section 9.2 Successors and Assigns. This Plan shall be binding upon and inure to the   benefit  of  the  Company,  its successors  and  assigns  and  the  Participant  and  his  or  her  heirs,   executors, administrators and legal representatives.           Section 9.3 Costs of Enforcement.  If the Company, the Participant, any Beneficiary,   or  a  successor  in  interest  to  any  of  the  foregoing, brings  legal  action  to  enforce  any  of  the   provisions of this Plan, the prevailing party in such legal action shall be reimbursed by the other   party  for  the  prevailing  party’s  costs  of  such  legal  action  including,  without  limitation,                                        - 7 -              





 






                                                                                                                                                       reasonable fees of attorneys, accountants and similar advisors and expert witnesses.                       Section 9.4  Disputes.  Any dispute or claim relating to or arising out of this Plan that  cannot  be  resolved  pursuant  to  the  internal  dispute  resolution  processes  implemented  by  the  Administrator with respect to the Plan shall be resolved in the following manner.  The Participant  or Beneficiary, as the case may be, on the one hand, and the Administrator or its representative,  on the other hand (collective, the “Parties”), shall meet to attempt to resolve such disputes.  If  the disputes cannot be resolved by the Parties, either Party may make a written demand for formal  dispute resolution and specify therein the scope of the dispute.  Within thirty (30) days after such  written notification, the parties agree to meet for one day with an impartial mediator and consider  dispute resolution alternatives other than litigation.  If an alternative method of dispute resolution  is not agreed upon within thirty (30) days after the one-day mediation, either party may begin  litigation proceedings.                       Section 9.5 Governing  Law.   This  Plan  shall  be  construed  in  accordance  with  and  governed by the laws of the State of Delaware, without reference to the principles of conflicts of  law thereof, to the extent such construction is not pre-empted by any applicable federal law.                       Section 9.6 Entire  Agreement. This  Plan  constitutes  the  entire  understanding  and  agreement  with  respect  to  the  subject  matter  contained  herein,  and  there  are  no  agreements,  understandings, restrictions,  representations  or  warranties  among  any  Participant  and  the  Company other than those set forth or provided for herein.                       Section 9.7 Amendment and Termination.                             (a)   This Plan may be amended by the Board at any time in its sole discretion;  provided,  however,  any  amendment  that  would alter  the  irrevocable  nature  of  an  election  or  which  would  reduce  the  amount  credited  to  a  Participant’s  Account  on  the  date  of  such  amendment shall not be effective unless  consented to in writing by the  Participant or, if the  Participant has died or is incompetent, the Participant’s Beneficiary or conservator.                             (b)   Notwithstanding the foregoing paragraph or any other provision in this Plan  to the contrary, the Board may terminate the Plan at any time.  Distribution of Benefits upon  Plan termination may occur if permissible under Code Section 409A, and if so permissible, such  distributions of Benefits shall occur at the time or times and in the manner set forth in Treasury  Regulation Section 1.409A-3(j)(4)(ix).                      Section 9.8 409A.   The payments and benefits provided hereunder are intended to be  compliant with the requirements of Section 409A of the Code.  Notwithstanding any provision  of  this  Plan  to  the  contrary,  in  the  event  that  the  Company  reasonably  determines  that  any  payments or benefits hereunder are not compliant with the requirements of Section 409A of the  Code, the Company shall have the right to adopt such amendments to this Plan or adopt such  other policies and procedures (including amendments, policies and procedures with retroactive  effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended  tax treatment of the payments and benefits provided hereunder, (ii) to preserve the economic  benefits with respect to such payments and benefits, and/or (iii) to comply with the requirements                                       - 8 -                           





 






                                                                                                                                                       of  Section  409A  of  the  Code  and  thereby  avoid  the  application  of  penalty  taxes  thereunder;  provided, however, that this Section 9.8 does not, and shall not be construed so as to, create any  obligation on the part of the Company to adopt any such amendments, policies or procedures or  to take any other such actions or to indemnify any Participant for any failure to do so.                                                 ARTICLE X                                 TERM OF PLAN                        The Plan shall remain in effect until terminated by the Board.                                        - 9 -