tittertonpromotionletter






April 6, 2021  Dear Jeff,  Congratulations on your promotion to Chief Operating Officer, effective April 5, 2021 (the  “Transition Date”)! In recognition of your promotion, we would like to offer you the enhanced  compensation as described below.   Salary:  As of the Transition Date, the Company will pay you an annual salary of  $400,000, paid bi-weekly during your employment, and subject to periodic review and  adjustments at the discretion of the Company.  Your salary and other compensation will be  subject to applicable deductions and withholding.  RSU Award:  We will recommend to the Company’s Board of Directors (“Board”), or a  delegate of the Board, that you be granted Restricted Stock Units (“RSUs”) for shares of the  Company’s Common Stock representing a targeted value of $500,000.  The actual number of  shares recommended to the Board will be based on the greater of an average closing market  price of the Company’s common stock over a 30 trading day period preceding the Board  meeting that follows your Transition Date or a floor price determined on a quarterly basis. Your  RSUs will vest monthly over a four-year vesting schedule, subject in each case to your continuous  service to the Company through each vesting date. The terms and conditions associated with any  RSUs granted to you, including vesting and other conditions, will be governed by the Company’s  2014 Stock Option and Incentive Plan (the “Plan”) and any associated restricted stock unit award  agreement that you may be required to enter with the Company.   Option Award:  In addition to RSUs, we will recommend to the Board, or a delegate of the  Board, that you be granted an option (“Option”) to purchase shares of the Company’s Common  Stock representing a value of $500,000 (the “Value”).  In determining the number of shares  underlying the Option, our goal is to approximate the financial value of the Option over time.  We  do so by doubling the Value and then dividing the result by either the greater of an average  closing market price of the Company’s common stock over a 30 trading day period preceding the  Board meeting that follows your Transition Date or a floor price determined on a quarterly basis.  The exercise price per share of the Option will be the closing price of the Common Stock as  listed on the NYSE on the effective date of grant of the Option, as approved by the Board.  Your  Option will vest monthly over a four-year vesting schedule, subject in each case to your  continuous service to the Company through each vesting date. The terms and conditions  associated with any Option granted to you, including vesting and other conditions, will be  governed by the Company’s 2014 Stock Option and Incentive Plan (the “Plan”) and any  associated stock option agreement that you may be required to enter with the Company.  DocuSign Envelope ID: 0B85B8E6-5C9C-4A70-9FA6-F8759B476EC6 Exhibit 10.4 





 






Except as specifically stated above, the terms and conditions of your employment remain  unchanged. On behalf of Zendesk, I would like to thank you for your numerous contributions to  the company and wish you continued success in your career here.  Very truly yours,  Mikkel Svane           Mikkel Svane  Chief Executive Officer   Signature:________________________ ______________________________      Jeff Titterton   Date  DocuSign Envelope ID: 0B85B8E6-5C9C-4A70-9FA6-F8759B476EC6 4/11/2021