SERVICENOW, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 30, 2017 0% Convertible Senior Notes due 2022Indenture • May 30th, 2017 • ServiceNow, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of May 30, 2017, between SERVICENOW, 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).
Shares ServiceNow, Inc. Common Stock, $0.001 Par Value UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2012 • ServiceNow, Inc. • Services-prepackaged software • New York
May 23, 2017ServiceNow, Inc. • May 30th, 2017 • Services-prepackaged software
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 ServiceNow, 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.
ServiceNow, Inc. 1.400 % Notes due 2030 Underwriting AgreementServiceNow, Inc. • August 10th, 2020 • Services-prepackaged software • New York
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
INDEMNITY AGREEMENTIndemnity Agreement • February 27th, 2015 • ServiceNow, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of ____________________, is made by and between ServiceNow, Inc., a Delaware corporation (the “Company”), and _______________________________________, a director, officer or key employee of the Company or one of its Subsidiaries or Affiliates who satisfies the definition of Indemnifiable Person (each as defined below) (“Indemnitee”).
Shares ServiceNow, Inc. Common Stock, $0.001 Par Value UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2012 • ServiceNow, Inc. • Services-prepackaged software • New York
May 23, 2017ServiceNow, Inc. • May 30th, 2017 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by ServiceNow, 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.
LEASE BETWEEN THE IRVINE COMPANY LLC AND SERVICE-NOW.COMLease • March 30th, 2012 • SERVICE-NOW.COM • California
THIS LEASE is made as of the 14th day of February, 2012, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and SERVICE-NOW.COM, a California corporation, hereafter called “Tenant.”
SERVICENOW, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 11, 2020 SENIOR DEBT SECURITIESServiceNow, Inc. • August 11th, 2020 • Services-prepackaged software • New York
INDENTURE, dated as of August 11, 2020, by and between ServiceNow, Inc., a Delaware corporation, as issuer (the “Company”) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).
OFFICE LEASE KILROY REALTY CARMEL VALLEY CORPORATE CENTER KILROY REALTY, L.P., a Delaware corporation, as Landlord, and SERVICE-NOW.COM, a California corporation, as Tenant.Office Lease • March 30th, 2012 • SERVICE-NOW.COM • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and SERVICE-NOW.COM, a California corporation (“Tenant”).
November 6, 2017 Dear Lara:ServiceNow, Inc. • April 28th, 2022 • Services-prepackaged software • California
On behalf of ServiceNow, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as Senior Vice President, Corporate Strategy of the Company. This Agreement amends and restates the letter agreement between the Company and you dated October 23, 2017 (the “Prior Offer Letter”) in its entirety.
SERVICE-NOW.COM EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • SERVICE-NOW.COM • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of May 21, 2011 (the “Effective Date”) by and among SERVICE-NOW.COM (the “Company”) and David L. Schneider (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. This Agreement supersedes any and all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.
WARRANT TERMINATION AGREEMENT dated as of [ ], 2022 [Between] [Among] SERVICENOW, INC. [and [DEALER NAME]] [, [DEALER NAME] and [AGENT NAME]]Warrant Termination Agreement • July 28th, 2022 • ServiceNow, Inc. • Services-prepackaged software • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation (as defined below) is made as of [ ], 2022, [between] [among] ServiceNow, Inc. (“Company”) [and [DEALER NAME] (“Dealer”)] [, [DEALER NAME] (“Dealer”) and [AGENT NAME] (“Agent”)].
SERVICENOW, INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 11, 2020 $1,500,000,000 of 1.400% Notes due 2030First Supplemental Indenture • August 11th, 2020 • ServiceNow, Inc. • Services-prepackaged software • New York
THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is dated as of August 11, 2020 between SERVICENOW, INC., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
January 2, 2018Letter Agreement • April 28th, 2022 • ServiceNow, Inc. • Services-prepackaged software • California
This letter agreement (the “Agreement”) is entered into between you and ServiceNow, Inc. (the “Company”) and is effective as of the date set forth above (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment with the Company.
June 19, 2017ServiceNow, Inc. • June 22nd, 2017 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by ServiceNow, 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.
December 6, 2016 Dear Chirantan:ServiceNow, Inc. • February 28th, 2017 • Services-prepackaged software
October 22, 2019 William R. McDermott Dear Bill:ServiceNow, Inc. • October 23rd, 2019 • Services-prepackaged software • California
On behalf of ServiceNow, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company.
CJ DesaiServiceNow, Inc. • July 25th, 2024 • Services-prepackaged software
G2K Group GmbH RESTRICTED STOCK UNIT AWARDServiceNow, Inc. • July 18th, 2023 • Services-prepackaged software
Contingent upon the close of the proposed transaction between ServiceNow, Inc. (“ServiceNow”) and the Company (the “Proposed Transaction”) for which ServiceNow and the Company entered into a Share Purchase Agreement on May 11, 2023 (the “SPA”), you (“Participant”) will be granted an award of Restricted Stock Units (“RSUs”) under the G2K Group GmbH (the “Company”) 2023 Restricted Stock Unit Plan (the “Plan”) subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (“Agreement”). Each RSU represents the right to receive one Share on the terms and conditions set forth in the Plan and in this Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.
Form of Amendment to Employment AgreementEmployment Agreement • April 16th, 2021 • ServiceNow, Inc. • Services-prepackaged software
This Amendment No. [ ] (this “Amendment”) to that certain Employment Agreement by and between ServiceNow, Inc. (the “Company”) and [ ] (“Executive”), dated as of [ ] (as may be amended, supplemented or modified from time to time, the “Employment Agreement”), is made and entered into by and between the Company and Executive, effective as of [[ ], 20[ ]]. Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning set forth in the Employment Agreement.
December 30, 2017 Pat Wadors Dear Pat:Letter Agreement • August 8th, 2018 • ServiceNow, Inc. • Services-prepackaged software • California
This letter agreement (the “Agreement”) is entered into between you and ServiceNow, Inc. (the “Company”) and is effective as of the date set forth above (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment with the Company.
Re: Mutual Separation and Release AgreementServiceNow, Inc. • July 24th, 2024 • Services-prepackaged software
As discussed, ServiceNow, Inc. (the “Company”) and you (collectively the “Parties”) have agreed you will resign from all positions at the Company (“you” or “Desai”). The Company hereby provides this Separation and Release Agreement (the “Agreement”). This Agreement includes various terms and conditions including a cooperation agreement, a release, Severance Pay (defined below) and termination of your employment agreement with the Company (i.e., the Confirmatory Employment Letter Agreement dated October 31, 2017 between the Parties, as amended by the Amendment to Employment Agreement, effective April 30, 2021 (the “Employment Agreement”)).
October 26, 2020 Ms. Pat Wadors Re: Compromise and Release Dear Pat:ServiceNow, Inc. • October 29th, 2020 • Services-prepackaged software
This letter sets forth the substance of the Compromise and Release Agreement (the “Agreement”) between you ServiceNow, Inc. (the “Company”) concerning the administration of certain provisions set forth in your offer letter agreement between you and the Company dated December 30, 2017. Reference is made to the following facts:
SERVICE-NOW.COM THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 30th, 2012 • SERVICE-NOW.COM • California
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 25, 2009, by and among SERVICE-NOW.COM, a California corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (the “Investors”).
SECOND AMENDMENTServiceNow, Inc. • February 28th, 2014 • Services-prepackaged software
THIS SECOND AMENDMENT (the "Amendment") is made and entered into as of February 13, 2014, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company ("Landlord") and ServiceNow, Inc., a Delaware corporation (“Tenant”).
Frank Slootman RE: Consulting Agreement Dear Frank:Consulting Agreement • August 8th, 2018 • ServiceNow, Inc. • Services-prepackaged software • California
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services to ServiceNow, Inc., a Delaware corporation (the “Company”).
REPURCHASE AGREEMENTRepurchase Agreement • October 29th, 2020 • ServiceNow, Inc. • Services-prepackaged software
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority, enters into this Repurchase Agreement (this “Agreement”) with SERVICENOW, INC., a Delaware corporation (the “Company”), on [______], 2020 whereby the Company will repurchase (the “Repurchase”) the Company’s 0% Convertible Senior Notes due 2022 (the “Existing Notes”) for the Repurchase Consideration (as defined below). The Existing Notes to be repurchased by the Company in the Repurchase are referred to herein as the “Repurchased Notes”. Each Account, including the Undersigned if its Existing Notes are being repurchased, shall be referred to herein as a “Holder.”
CONTRACT OF EMPLOYMENTContract of Employment • April 28th, 2022 • ServiceNow, Inc. • Services-prepackaged software
This Agreement (“the Agreement”) is entered into between you and ServiceNow UK Ltd (the “Company”) and is effective as of February 1, 2022 (the “Effective Date”). This Agreement sets out details of your employment, which the Company is required to give you under Part 1 of the Employment Rights Act 1996.
Lease between SI 55, LLC and ServiceNow, Inc.ServiceNow, Inc. • December 15th, 2014 • Services-prepackaged software • California
FIRST AMENDMENTServiceNow, Inc. • February 28th, 2014 • Services-prepackaged software
THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of December 30, 2013, by and between THE IRVINE COMPANY LLC, Delaware limited liability company ("Landlord") and ServiceNow, Inc., a Delaware corporation (“Tenant”).
SERVICENOW, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2014 • ServiceNow, Inc. • Services-prepackaged software • California
This Amendment to Employment Agreement (the “Amendment”) is made as of July 3, 2014 by and between ServiceNow, Inc., a Delaware corporation (the “Company”), and David L. Schneider (“Executive”) and reinstates and amends that certain Employment Agreement dated May 21, 2011 by and between Executive and Company (as amended through the date hereof, the “Agreement”).
CALL OPTION TERMINATION AGREEMENT dated as of [_______], 2020 Between SERVICENOW, INC. and [JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH][CITIBANK, N.A.][GOLDMAN SACHS & CO. LLC][MORGAN STANLEY & CO. INTERNATIONAL PLC]Call Option Termination Agreement • October 29th, 2020 • ServiceNow, Inc. • Services-prepackaged software • New York
THIS CALL OPTION TERMINATION AGREEMENT (this “Agreement”) with respect to the Call Option Confirmations (as defined below) is made as of [______], 2020 between ServiceNow, Inc. (“Company”) and [JPMorgan Chase Bank, National Association, London Branch][Citibank, N.A.][Goldman Sachs & Co. LLC][Morgan Stanley & Co. International plc] (“Dealer”).
THIRD AMENDMENT TO LEASE (2215 and 2225 Lawson Lane)ServiceNow, Inc. • May 8th, 2018 • Services-prepackaged software • California
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated for reference purposes only as of April 16, 2018 by and between SI 55, LLC, a California limited liability company (“Landlord”) and ServiceNow, Inc., a Delaware corporation (“Tenant”). Landlord and Tenant may each be referred to in this Third Amendment individually as a “Party”, and collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2017 • ServiceNow, Inc. • Services-prepackaged software • California
This Amendment to Employment Agreement (the “Amendment”) is made as of June 6, 2017 by and between ServiceNow, Inc., a Delaware corporation (the “Company”), and David L. Schneider (“Executive”) and reinstates and amends that certain Employment Agreement dated as of May 21, 2011 by and between Executive and Company (as amended on July 3, 2014, the “Agreement”).
