Senior Executive Incentive Bonus Plan



 Exhibit 10.12 
 GUIDEWIRE SOFTWARE, INC. 
 SENIOR EXECUTIVE INCENTIVE BONUS PLAN

  

	1.	Purpose 

 This Senior
Executive Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Guidewire Software, Inc. (the “Company”) and its subsidiaries toward even higher
achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives
(as defined below). 
  

	2.	Covered Executives 

 From
time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder.
Participation in this Plan does not change the “at will” nature of a Covered Executive’s employment with the Company. 
  

	3.	Administration 

 The
Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan. 
  

	4.	Bonus Determinations 


(a)        A Covered Executive may receive a bonus payment under the Incentive Plan based upon
the attainment of one or more performance objectives which are established by the Compensation Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Corporate Performance
Goals”), including the following: cash flow (including, but not limited to, operating cash flow and free cash flow), revenue, corporate revenue, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or
after interest, taxes, depreciation and/or amortization), changes in the market price of the Company’s common stock, economic value-added, acquisitions or strategic transactions, operating income (loss), return on capital, assets, equity, or
investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of the Company’s common stock, sales or market
shares, number of customers, number of new customers or customer references, operating income and net annual recurring revenue, any of which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured in terms of
growth, (C) compared to another company or companies or to results of a peer group, (D) measured against the market as a whole and/or according to applicable market indices, (E) measured against the performance of the Company as a whole or a segment
of the Company and/or (F) measured on a pre-tax or post-tax basis (if applicable). Further, any Corporate Performance Goals may be used to measure the performance of the Company as a whole or a business unit or other segment of the Company, or one
or more product lines or 







 
specific markets and may be measured relative to a peer group or index. The Corporate Performance Goals may differ from Covered Executive to Covered Executive. 

At the beginning of each applicable performance period, the Compensation Committee will determine whether any significant element(s) will be included in
or excluded from the calculation of any Corporate Performance Goal with respect to any Covered Executive. In all other respects, Corporate Performance Goals will be calculated in accordance with the Company’s financial statements,
generally accepted accounting principles, or under a methodology established by the Compensation Committee at the beginning of the performance period and which is consistently applied with respect to a Corporate Performance Goal in the relevant
performance period. Each Corporate Performance Goal shall have a “target” (100 percent attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and a “maximum.” 

(b)        Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives shall be
adopted in each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of each performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the Compensation
Committee makes a determination with respect to the attainment of the performance objectives. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the Incentive Plan based on achievement of one or more
individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based on individual performance goals and/or upon such other terms and conditions as the
Compensation Committee may in its discretion determine. 
 (c)        The Compensation
Committee shall establish a target bonus opportunity for each Covered Executive for each performance period. For each Covered Executive, the Compensation Committee shall have the authority to apportion the target award so that a portion of the
target award shall be tied to attainment of corporate performance objectives and a portion of the target award shall be tied to attainment of individual performance objectives. 

(d)        Subject to rights contained in any agreement between the Covered Executive and the
Company, the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the bonus payment date. If a Covered Executive was not employed for an
entire performance period, the Compensation Committee may pro rate the bonus based on the number of days employed during such period. 
  

	5.	Timing of Payment 


(a)        With respect to Corporate Performance Goals established and measured on a basis more
frequently than annually (e.g., quarterly or semi-annually), the Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial reports with respect to such quarter(s) have been published. If
the Corporate Performance Goals 

  
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and or individual goals for such period are met, payments will be made as soon as practicable following the end of such period, but not later than March 15 of the subsequent year. For the
avoidance of doubt, bonuses earned at any time in year 1 must be paid by March 15 of year 2. 

(b)        With respect to Corporate Performance Goals established and measured on an annual
basis, Corporate Performance Goals will be measured at the end of each fiscal year after the Company’s financial reports have been published. If the Corporate Performance Goals and/ or individual goals for any fiscal year are met, bonus
payments will be made as soon as practicable, but not later than 70 days after the end of such fiscal year. 
  

	6.	Amendment and Termination 


The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion. 

  
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