0001627475-20-000006 Sample Contracts

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 2nd, 2020 • Upwork Inc. • Services-computer processing & data preparation • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Hayden Brown (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), effective January 1, 2020 (the “Effective Date”).

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Advisor Agreement
Advisor Agreement • March 2nd, 2020 • Upwork Inc. • Services-computer processing & data preparation • California

This letter agreement (the “Advisor Agreement”) is to confirm our understanding with respect to your role as a special advisor to Upwork Inc. (the “Company”). The following terms are hereby made effective as of the date first written above (the “Effective Date”):

December 8, 2019 Stephane Kasriel
Transition Agreement • March 2nd, 2020 • Upwork Inc. • Services-computer processing & data preparation • California

On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as President and Chief Executive Officer. You have requested to resign after over seven years of service and the Board of Directors has requested to retain your services for a period of time to assist with an orderly transition.

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