0001193125-11-232458 Sample Contracts

Incentive Stock Option Agreement under the Demandware, Inc.
Incentive Stock Option Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware

Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to t

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THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware

This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 13, 2009 is entered into by and among (i) Demandware, Inc., a Delaware corporation (the “Company”), (ii) the Founder and (iii) the persons listed as “Purchasers” on the signature pages hereto (the “Purchasers”).

Restricted Stock Agreement under the Demandware, Inc.
Restricted Stock Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services • Delaware

Pursuant to the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”), Demandware, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $60,000.00 in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar ch

DEMANDWARE, INC. Burlington, MA 01803 August 16, 2011
Change in Control / Severance Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services

This Letter Agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the letter regarding acceleration of vesting between you and the Company dated April 4, 2011, and to any prior agreement, written or oral, regarding your employment with the Company (collectively, the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.

DEMANDWARE, INC. Burlington, MA 01803 August 22, 2011
Change in Control / Severance Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services

This Amended and Restated Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated February 11, 2010 (the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.

July 29, 2010 Stephan Schambach
Change in Status/Consulting Services Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services

As per our discussions and agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provide to Demandware once your employment has terminated.

DEMANDWARE, INC. Burlington, MA 01803 August 16, 2011
Change in Control / Severance Agreement • August 25th, 2011 • Demandware Inc • Services-computer programming services

This Offer Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated August 4, 2004, and to any prior agreement, written or oral, regarding your employment with the Company (collectively, the “Prior Agreement”). Upon your execution of this Letter, this Letter amends and restates the Prior Agreement in its entirety and the Prior Agreement shall no longer be of any force or effect.

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