EX-10.46



 Exhibit 10.46 
 QLIKTECH 
 150 Radnor Chester Road, Suite
E220 
 Radnor, Pennsylvania 19087 
 August 23, 2011 
 Paul Farmer 
 Dear Paul: 
 QlikTech Inc., a Delaware corporation (the
“Company”) and a wholly-owned subsidiary of Qlik Technologies, Inc., a Delaware corporation (“Parent”), is pleased to offer you employment on the following terms: 

1. Position. Your title will be Chief People Officer, and you will report to the Company’s Chief Executive Officer. This is a
full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of
interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company and you have provided the
Company with a copy of any restrictive covenants applicable to you. Your place of employment will be at our headquarters in Radnor, PA. 
 2. Cash Compensation. 
 (a) The Company will pay you a starting salary at
the rate of $280,000 per year (“Base Salary”), payable in accordance with the Company’s standard payroll schedule. This Base Salary will be subject to adjustment pursuant to the Company’s employee compensation policies in
effect from time to time. 
 (b) You will be eligible for an incentive bonus for each fiscal year you are
employed by the Company. The bonus (if payable) will be awarded based on objective or subjective criteria established by the Company’s Chief Executive Officer and approved by the Parent’s Board of Directors (the “Parent
Board”). Your annual target bonus for 2011 will be equal to $126,000. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any
bonus payable for the fiscal year will be paid within 2 1/2 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment or
otherwise are providing services to the Company or Parent at the time of payment. The determinations of the Board with respect to your bonus will be final and binding. 
 (c) You will be entitled to receive a sign-on bonus equal to $135,250, less applicable withholdings, payable in the first pay period after commencement of employment.









 Paul Farmer 
 August 23, 2011 
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The sign-on payment shall be fully repayable to the Company if you voluntarily terminate your employment with the Company as follows: 100% if you voluntarily terminate within 6 months of your
commencement of employment (“Start Date”); 50% if you voluntarily terminate between 6 and 12 months of your Start Date; and 25% if you voluntarily terminate between 12 and 18 months of your Start Date. 

3. Employee Benefits and Other Benefits. 
 (a) As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to 4 weeks of paid vacation in accordance with
the Company’s vacation policy, as in effect from time to time. During your period of employment under this Agreement, you shall be eligible to participate in other benefits of employment generally available to other senior executives of the
Company. 
 (b) During the first six months of employment, the Company will pay for, or reimburse you, up to a maximum of 12
round-trip economy class plane tickets from Philadelphia to San Francisco (a maximum of 2 trips per month) until you have permanently relocated to the Philadelphia area. 
 4. Non-Qualified Stock Options. Subject to the approval of the Parent’s Board of Directors (the “Parent Board”) or Parent Board’s Compensation Committee, you will be
granted an option to purchase One Hundred Thousand (100,000) shares of Parent’s Common Stock (the “Option”). The exercise price per share of the Option will be determined by the Parent Board or its Compensation Committee
when the Option is granted. The vesting schedule for the Option described in this Section 4 will begin on your Start Date, notwithstanding any later grant date. The Option will be subject to the terms and conditions applicable to options
granted under Parent’s 2010 Omnibus Equity Incentive Plan (the “Plan”), as described in the Plan, and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after 12 months of continuous service with
the Company from your Start Date, and the balance will vest in equal quarterly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement. Determinations of the Parent Board or Parent
Board’s Compensation Committee in regards to the foregoing shall be final and binding. 
 You will vest in 100% of your
remaining unvested Option and all other equity awards then outstanding, if (a) Parent is subject to a Change in Control before your service with the Company terminates, (b) your service is terminated by the Company without Cause within 12
months after that Change in Control and (c) you comply with the requirements set forth in Section 5(a) below. Notwithstanding the foregoing, if any awards outstanding at the time of the termination without Cause are subject to
performance-based vesting, such awards will remain subject to the agreement evidencing such performance-based awards. 








 Paul Farmer 
 August 23, 2011 
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 5. Severance Benefits. 

(a) General. If the Company terminates your employment for any reason other than Cause and a Separation
occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession; (ii) have resigned as a member of the
Boards of Directors of the Company and all of its subsidiaries and affiliated entities, to the extent applicable; and (iii) have executed a general release of all claims that you may have against the Company, Parent or persons affiliated with
the Company or Parent. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the 45th day after your Separation (the “Release Deadline”). If you fail to return the release on or before
the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in Section 4 and this Section 5. In addition, if your breach any obligations under your Proprietary Information, Assignment of
Inventions and Non-Compete Agreement, the Company may immediately cease all benefits described in this Section 5. 
 (b) Salary Continuation. If the Company terminates your employment for any reason other than Cause and a Separation occurs, then the Company will continue to pay your base salary for a period of
six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company’s standard payroll procedures. The salary continuation payments will commence on the
10th business day following the Release Deadline and, once
they commence, will be retroactive to the date of your Separation. 
 (c) Bonus Payment. If the Company terminates your
employment for any reason other than Cause and a Separation occurs, the Company will pay you a pro rated bonus amount pursuant to Section 2(b) based on the number of days you were employed during the year in which the Separation occurs.
Notwithstanding the foregoing, the bonus payment, if any, will only be paid to the extent that applicable individual and Company performance goals are deemed by the Board to have been met for the applicable bonus period. The bonus payment will be
paid, if at all, on the date when Company quarterly bonuses are paid to other employees of the Company, but in no event later than March 15th following the year of the Separation. 

(d) COBRA. If the Company terminates your employment for any reason other than Cause, a Separation occurs, and you elect to
continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for
active employees until the earliest of (i) the close of the 6-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially
equivalent health insurance coverage in connection with new employment or self-employment. 
 6. Proprietary Information and
Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information, Assignment of Inventions and Non-Compete Agreement, a copy
of which is attached hereto as Exhibit A. 








 Paul Farmer 
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 7. Employment Relationship. Employment with the Company is for no specific period
of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made
to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you). You may terminate your
employment with the Company upon thirty (30) days written notice to the Company, after which the Company shall have no further obligation hereunder to you, except for payment of amounts of Base Salary and other benefits accrued through the
termination date. 
 8. Tax Matters. 
 (a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

 (b) Section 409A. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), each salary continuation payment and bonus payment under Section 5 is hereby designated as a separate payment. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i)
of the Code at the time of your Separation, then (i) the salary continuation payments under Section 5(b), to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation
and (ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the salary continuation payments commence. To the fullest extent applicable, amounts and other
benefits payable under this letter agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the
final Treasury regulations promulgated under Section 409A of the Code and, to the extent that any such amount or benefit is, or becomes subject to, Section 409A of the Code due to a failure to qualify for an exemption from the definition
of nonqualified deferred compensation in accordance with Section 409A of the Code, this letter agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or benefits. To the
extent possible, this letter agreement shall be interpreted and administered in a manner consistent with the foregoing statement of intent. In no event whatsoever shall the Company be liable for any taxes, penalties or interest that may be imposed
on you under Section 409A of the Code or under any other similar provision of state tax law, including, without limitation, in connection with any payment or benefits described in this letter, or any damages for failing to comply with
Section 409A of the Code, any other similar provision of state tax law, or the provisions of this paragraph. 








 Paul Farmer 
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 (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your
compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company, Parent, the Board or the Parent
Board related to tax liabilities arising from your compensation. 
 9. Interpretation, Amendment and Enforcement. This
letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether
written, oral or implied) between you, the Company and Parent. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company (other than you). The terms
of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the
Company or any other relationship between you and the Company (the “Disputes”) will be governed by Pennsylvania law, excluding laws relating to conflicts or choice of law. 

10. Arbitration. Any Dispute will be settled by final and binding arbitration. The arbitration will take place in Radnor,
Pennsylvania. The arbitration will be administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. Any award or finding will be confidential. You and the Company agree to provide one
another with reasonable access to documents and witnesses in connection with the resolution of the dispute. You and the Company will share the costs of arbitration equally. Each party will be responsible for its own attorneys’ fees, and the
arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award. This Section 10 does not apply to claims for workers’ compensation benefits or unemployment insurance benefits. This
Section 10 also does not apply to claims concerning non-competition or non-solicit obligations or the ownership, validity, infringement, misappropriation, disclosure, misuse or enforceability of any confidential information, patent right,
copyright, mask work, trademark or any other trade secret or intellectual property held or sought by either you or the Company (whether or not arising under the Proprietary Information, Assignment of Inventions and Non-Compete Agreement between you
and the Company). With respect to any Dispute not covered by arbitration, you and the Company agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Philadelphia, Pennsylvania in connection with any Dispute
or any claim related to any Dispute. 
 11. Definitions. The following terms have the meaning set forth below wherever
they are used in this letter agreement: 
 “Cause” means (a) your unauthorized use or disclosure of the
Company’s (or any of its affiliates’) confidential information or trade secrets, which use or disclosure causes 








 Paul Farmer 
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material harm to the Company (or any of its affiliates); (b) your material breach of any agreement between you and the Company (or any of its affiliates); (c) your material failure to
comply with the Company’s written policies or rules; (d) your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State; (e) your gross negligence or
willful misconduct in connection with your performance of services for the Company; (f) your continuing failure to perform assigned duties after receiving written notification of the failure from the Board or Parent Board; or (g) your
failure to cooperate in good faith with a governmental or internal investigation of the Company, its directors, officers or employees, or any of its affiliates, if the Company has requested your cooperation. 

“Change in Control” means 
 (a) The consummation of a merger or consolidation of the Parent with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Parent immediately prior
to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and
(ii) any direct or indirect parent corporation of such continuing or surviving entity; 
 (b) The sale,
transfer or other disposition of all or substantially all of Parent’s assets; 
 (c) A change in the
composition of the Parent Board, as a result of which fewer than 50% of the incumbent directors are directors who either: (i) had been directors of the Parent on the date 24 months prior to the date of such change in the composition of the
Parent Board (the “Original Directors”); or (ii) were appointed to the Parent Board, or nominated for election to the Parent Board, with the affirmative votes of at least a majority of the aggregate of (A) the Original
Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a manner consistent with this subsection (ii); or 

(d) Any transaction as a result of which any person becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Parent representing at least 50% of the total voting power represented by Parent’s then
outstanding voting securities. For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other
fiduciary holding securities under an employee benefit plan of Parent or of a parent or subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of Parent in substantially the same proportions as their ownership of the
common stock of Parent. 








 Paul Farmer 
 August 23, 2011 
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 “Separation” means a “separation from service,” as defined in
the regulations under the Code. 
 *  *  *  *  * 

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by
signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information, Assignment of Inventions and Non-Compete Agreement and returning them to me. This offer, if not accepted, will expire at the
close of business on August 26, 2011. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon
your starting work with the Company on or before September 7, 2011. 
 If you have any questions, please call me.

  

			
	Very truly yours,
	
	QLIKTECH INC.
		
	By:	 	 /S/ LARS BJÖRK

	Title:	 	Chief Executive Officer


 I have read and accept this employment offer: 

 

			
	 /S/ PAUL FARMER

	Signature of Paul Farmer
		
	 Dated:
	 	 August 25, 2011


 Attachment: Exhibit A: Proprietary Information, Assignment of Inventions and Non-Compete Agreement