WORKDAY, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 15, 2017 0.25% Convertible Senior Notes due 2022Indenture • September 15th, 2017 • Workday, Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of September 15, 2017, between WORKDAY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
6,000,000 Shares WORKDAY, INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT January 14, 2014Underwriting Agreement • January 15th, 2014 • Workday, Inc. • Services-computer processing & data preparation • New York
Insert Dealer Name] [Insert Dealer Address]Workday, Inc. • September 15th, 2017 • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Workday, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
INDEMNITY AGREEMENTIndemnity Agreement • August 30th, 2012 • Workday, Inc. • Services-computer processing & data preparation • Delaware
This Indemnity Agreement, dated as of , 2012, is made by and between Workday, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company or one of the Company’s subsidiaries or key employee or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Pleasanton, California 94588 Attention: General Counsel Telephone No.: 925-951-9000 Facsimile No.: 925-951-9001 Re: Additional WarrantsLetter Agreement • June 24th, 2013 • Workday, Inc. • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Workday, Inc. (“Company”) to [ ] (“Dealer”) [through its agent [ ], Inc. (the “Agent”)] as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. [Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]
Insert Dealer Name] [Insert Dealer Address]Workday, Inc. • September 15th, 2017 • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Workday, Inc. (“Company”) to [ ] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
CREDIT AGREEMENT Dated as of April 2, 2020 among WORKDAY, INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as the Designated Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, WELLS FARGO BANK,...Credit Agreement • April 6th, 2020 • Workday, Inc. • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into, as of April 2, 2020, among Workday, Inc., a Delaware corporation (the “Company”), the Subsidiaries party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and collectively the “Designated Borrowers”; the Designated Borrowers, together with the Company, each a “Borrower” and collectively the “Borrowers”), each Lender from time to time party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
AGREEMENT AND PLAN OF MERGER by and among WORKDAY, INC., a Delaware corporation, ARMADILLO ACQUISITION SUB, INC., a Delaware corporation, and ADAPTIVE INSIGHTS, INC., a Delaware corporation Dated as of June 11, 2018Agreement and Plan of Merger • August 1st, 2018 • Workday, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 11, 2018 (the “Agreement Date”), by and among Workday, Inc., a Delaware corporation (“Acquirer”), Armadillo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”) and Adaptive Insights, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used herein are defined in Exhibit A.
CREDIT AGREEMENT Dated as of April 6, 2022 among WORKDAY, INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as the Designated Borrowers BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, WELLS FARGO...Credit Agreement • April 7th, 2022 • Workday, Inc. • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into, as of April 6, 2022, among Workday, Inc., a Delaware corporation (the “Company”), the Subsidiaries party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and collectively the “Designated Borrowers”; the Designated Borrowers, together with the Company, each a “Borrower” and collectively the “Borrowers”), each Lender from time to time party hereto, Bank of America, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
WORKDAY, INC. (a Delaware corporation) $1,000,000,000 3.500% Senior Notes Due 2027 $750,000,000 3.700% Senior Notes Due 2029 $1,250,000,000 3.800% Senior Notes Due 2032 UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2022 • Workday, Inc. • Services-computer processing & data preparation • New York
WORKDAY, INC., Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of April 1, 2022Workday, Inc. • April 1st, 2022 • Services-computer processing & data preparation • California
THIS INDENTURE, dated as of April 1, 2022 between WORKDAY, INC. (the “Issuer”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as trustee (the “Trustee”),
Insert Dealer Name] [Insert Dealer Address]Workday, Inc. • September 15th, 2017 • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Workday, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
June 11, 2013Workday, Inc. • June 17th, 2013 • Services-computer processing & data preparation
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Workday, Inc. (“Company”) to [ ] (“Dealer”)[through its agent [ ] (the “Agent”)] as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. [Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]
WORKDAY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Purchase Agreement • March 3rd, 2020 • Workday, Inc. • Services-computer processing & data preparation • Delaware
The Compensation Committee of the Board of Directors (the “Committee”) of Workday, Inc. (“Workday”) has granted to Participant a Restricted Stock Unit Award (“RSU”) under Workday’s 2012 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Agreement”) and the electronic representation of the Notice of Restricted Stock Unit Award established and maintained by Workday, or a third party designated by Workday (the “Notice”). The RSU is subject to the terms, restrictions and conditions of the Plan, the Notice and this Agreement, including any applicable country-specific provisions in the appendix attached hereto (the “Appendix”), which constitutes part of this Agreement.
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • October 1st, 2012 • Workday, Inc. • Services-computer processing & data preparation • Delaware
This STOCK RESTRICTION AGREEMENT, dated as of September 28, 2012 (this “Agreement”), is entered into by and among Workday, Inc., a Delaware corporation (the “Company”), David A. Duffield, in his capacity as an individual founder of the Company and as trustee of the David A. Duffield Trust (“Duffield”), and Aneel Bhusri, in his capacity as an individual founder of the Company and as trustee of the Aneel Bhusri Grantor Retained Annuity Trust DTD September 13, 2011 (“Bhusri” and, together with Duffield, the “Founders”).
Separation and Transition Services AgreementSeparation and Transition Services Agreement • May 25th, 2023 • Workday, Inc. • Services-computer processing & data preparation
This Separation and Transition Services Agreement (this “Agreement”) is entered into by and between Barbara Larson (“Executive”) and Workday, Inc. (the “Company”), each individually referred to as a “Party” and collectively referred to as the “Parties”. This Agreement will become effective on the date that it is signed by both Parties (the “Agreement Date”).
WORKDAY, INC. RESTRICTED STOCK UNIT ASSUMPTION AGREEMENTRestricted Stock Unit Assumption Agreement • August 17th, 2018 • Workday, Inc. • Services-computer processing & data preparation
As you know, on August 1, 2018 (the “Closing Date”), Workday, Inc. (“Workday”) acquired Adaptive Insights, Inc. (“Adaptive Insights,” and such acquisition, the “Merger”) pursuant to the Agreement and Plan of Merger by and among Workday, Armadillo Acquisition Sub, Inc., and Adaptive Insights, dated June 11, 2018 (as amended, the “Merger Agreement”). Prior to the Merger, you were granted one or more awards of restricted stock units to acquire shares of Adaptive Insights common stock (the “Adaptive Insights RSU(s)”) under the Adaptive Insights, Inc. 2013 Equity Incentive Plan (the “Plan”) and documented by a restricted stock unit agreement (or restricted stock unit agreements) and any amendment(s) entered into by and between you and Adaptive Insights (collectively, the “RSU Agreement(s)”). As a result of the Merger, Workday assumed your outstanding and unvested Adaptive Insights RSU(s) and converted them into restricted stock units to acquire shares of Workday Class A common stock. This R
WORKDAY, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKWorkday, Inc. • August 30th, 2012 • Services-computer processing & data preparation • California
This Warrant is issued to Flextronics International Management Services Ltd., a Mauritius corporation with corporate offices at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius or its assigns (the “Holder”) by Workday, Inc., a Nevada corporation with offices at 2033 North Main Street, Suite 500, Walnut Creek, CA 94596 (the “Company”) in connection with the Master License Agreement (the “Master License Agreement”) dated as of even date hereof by and between the Company and Holder.
WORKDAY, INC. STOCK OPTION ASSUMPTION AGREEMENTStock Option Assumption Agreement • August 17th, 2018 • Workday, Inc. • Services-computer processing & data preparation
As you know, on August 1, 2018 (the “Closing Date”), Workday, Inc. (“Workday”) acquired Adaptive Insights, Inc. (“Adaptive Insights,” and such acquisition, the “Merger”) pursuant to the Agreement and Plan of Merger by and among Workday, Armadillo Acquisition Sub, Inc., and Adaptive Insights, dated June 11, 2018 (as amended, the “Merger Agreement”). Prior to the Merger, you were granted one or more stock options to purchase shares of Adaptive Insights common stock (the “Adaptive Insights Option(s)”) under the Adaptive Insights, Inc. 2013 Equity Incentive Plan (the “Plan”) and documented by a stock option agreement (or stock option agreements) and any amendment(s) entered into by and between you and Adaptive Insights (collectively, the “Option Agreement(s)”). As a result of the Merger, your Adaptive Insights Option(s) that were outstanding and vested as of the Closing Date were cancelled in exchange for a cash payment, and your Adaptive Insights Options that were outstanding and unvested
WORKDAY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 13, 2011Investors’ Rights Agreement • August 30th, 2012 • Workday, Inc. • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 13th day of October 2011, by and among Workday, Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
SECOND SUPPLEMENTAL INDENTURE WORKDAY, INC.Supplemental Indenture • June 1st, 2018 • Workday, Inc. • Services-computer processing & data preparation • New York
This SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) effective as of April 27, 2018, is between Workday, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association (the “Trustee”). All capitalized terms used herein shall have the meaning ascribed to them in the Indenture (as defined below) unless context requires otherwise.
ADAPTIVE INSIGHTS, INC.Option Agreement • August 17th, 2018 • Workday, Inc. • Services-computer processing & data preparation
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Adaptive Insights, Inc. (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
December 20, 2022 DELIVERY VIA EMAILGeneral Release • February 27th, 2023 • Workday, Inc. • Services-computer processing & data preparation • California
Workday, Inc. (“Workday” or the “Company”) is happy to offer you a position as Co-Chief Executive Officer (“Co-CEO”) reporting to Workday’s Board of Directors. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment as Co-CEO.
OFFICE LEASE AGREEMENT BY AND BETWEEN 6200 STONERIDGE MALL ROAD INVESTORS LLC, a Delaware limited liability company AS LANDLORD and WORKDAY, INC., a Nevada corporation AS TENANT DATED September 18, 2008Office Lease Agreement • August 30th, 2012 • Workday, Inc. • Services-computer processing & data preparation • California
THIS OFFICE LEASE AGREEMENT is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the Exhibits, the Addendum or Addenda attached hereto, if any, and this Office Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease.”
RESTATED AND AMENDED PLEASANTON GROUND LEASE BY AND BETWEEN SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, AS LANDLORD and CREA/WINDSTAR PLEASANTON, LLC, AS TENANTPleasanton Ground Lease • March 31st, 2014 • Workday, Inc. • Services-computer processing & data preparation • California
THIS RESTATED AND AMENDED PLEASANTON GROUND LEASE (this “Lease”) is made as of January 30, 2014 (the “Effective Date”), by and between SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district established pursuant to Public Utilities Code section 28500, et seq. (“Landlord”), and CREA/WINDSTAR PLEASANTON, LLC, a Delaware limited liability company (“Tenant”).
