Transition Employment Letter July 11, 2017

Exhibit 10.2

Transition Employment Letter

July 11, 2017

Xxx Xxxxx

c/o Box, Inc.

000 Xxxxxxxxx Xxxxxx

Redwood City, CA 94063

Dear Xxx:

As we have discussed, this letter (the “Agreement”) is being entered into between Box, Inc. (the “Company”) and you to memorialize the terms and conditions of your transition from a full-time employee to an advisory role. Following the transition, we look forward to your continued service as a non-employee member of the Company’s Board of Directors (the “Board”).

In consideration of your signing this Agreement and the Company’s agreeing to continue to vest certain Options (as defined below) through March 20, 2018 that were originally granted for your services as a full-time employee and officer of the Company, you and the Company agree that your last day of employment (the “Resignation Date”) will be September 30, 2017, or an earlier date to be mutually agreed upon by you and the Company. On such date, you will resign as an employee and all positions you hold with the Company or any of its subsidiaries other than as a member of the Board. You will continue to be paid your base salary through the Resignation Date but will receive no payment under the Company’s fiscal 2018 bonus plan. You have agreed that after the Resignation Date you will provide advisory services to the Company commensurate with your skills and background as reasonably requested by me or the Board on an ad hoc basis (the “Services”) for a period of three years. The Services will be at a level that may vary each month, and will be subject to your availability.

You were granted stock options (“Options”) under the Company’s equity compensation plans and individual award agreements (collectively, the “Option Agreements”), as set forth on Exhibit A. Each Option (other than your April 9, 2017 stock option grant to purchase 250,000 shares of the Company’s Class A Common Stock subject to performance-based vesting (the “Performance Option”)) will continue vesting by its terms through March 20, 2018, subject to your continued service to the Company as a member of the Board through such date. By accepting this Agreement, you agree that on the Resignation Date you will forfeit the shares subject to (i) each time-based Option scheduled to vest after March 20, 2018; and (ii) the Performance Option. By accepting this Agreement, you agree that the Options set forth on Exhibit A represent all of your outstanding rights to Company equity securities. So long as you continue to provide services to the Company, any remaining portion of your Options that were not forfeited under this paragraph will remain outstanding and the applicable post-termination exercise period will not commence.

000 Xxxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 XXX

After the Resignation Date, you will be eligible for compensation under the Company’s Outside Director Compensation Policy (the “Policy”) but you agree that you will not receive or accrue any compensation (whether in the form of cash or equity awards) under the Policy until the first annual meeting of stockholders at which you are reelected after the Resignation Date (currently anticipated to occur in or around June 2019). Provided that you are reelected as a member of the Board at such annual meeting of stockholders, you will then become eligible to receive (a) an Annual Award (as defined in the Policy), and (b) such cash compensation that is offered to all non-employee members of the Board.

You acknowledge that you are not entitled to any current or future benefits under your Change in Control and Severance Agreement with the Company and that the terms of the Company’s Employment, Confidential Information and Invention Assignment Agreement that you executed in connection with your hire (the “Confidentiality Agreement”) and any Indemnification Agreement between you and the Company (the “Indemnification Agreement”) continue to be in effect.

In consideration for the benefits described in this Agreement, you hereby waive and forever discharge the Company, its agents, employees, officers, directors, stockholders, related companies, predecessor and/or subsidiary corporations, successors, and assigns (together “Releasees”) from all claims, suits, debts, liabilities, promises or causes of action whatsoever, known or unknown, arising from or in any way related to your employment with or separation from the Company, or any other acts or omissions by Releasees, or any of them, occurring on or before the date that you sign this Agreement. You further acknowledge that you have been advised to consult with legal counsel and that you are familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. You, being aware of said principle, agree to expressly waive any rights to that effect, as well as under any other statute or common law principles of similar effect, including, if applicable, Section 1542 of the California Civil Code which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance promulgated thereunder (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities will be interpreted to so be exempt or comply.

This Agreement (together with the Confidentiality Agreement, Indemnification Agreement and the Option Agreements) supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company regarding the subject matter set forth herein and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This

000 Xxxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 XXX

Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

Please indicate your acceptance of this Agreement, and confirmation that it contains our complete agreement regarding the continuing terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me.

Very truly yours,
BOX, INC.
By:		/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		CEO, Co-Founder and Chairman

I have read and agree to the terms of this Agreement:

/s/ Xxx Xxxxx
Xxx Xxxxx
Dated:		July 11, 2017

000 Xxxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 XXX

Exhibit A

Award ID		Plan		Grant Date		Award   Type		Exercise Price		Awarded		Vested   7/10/2017		Unvested 7/10/2017		Vested   3/20/2018		Unvested   3/20/2018		Vesting   7/10/2017-   3/20/2018		Forfeited on   Resignation Date		Vest Template		Vest Start Date
IOPB-l385		2011 Equity Incentive Plan		4/3/2014		ISO		$17.850		6,340		738		5,602		6,340		0		5,602		0		Standard 4 year month yes		2/1/2014
NOPB-1385		2011 Equity Incentive Plan		4/3/2014		NQ		$17.850		293,660		255,511		38,149		293,660		0		38,149		0		Standard 4 year month yes		2/1/2014
10001213		2011 Equity Incentive Plan		1/2/2015		NQ		$14.050		242,882		140,623		102,259		187,498		55,384		46,875		55,384		Standard 4 year month yes		3/20/2015
10001119		2011 Equity Incentive Plan		1/2/2015		ISO		$14.050		7,118		1		7,117		1		7,117		0		7,117		Standard 4 year month yes		3/20/2015
10002245		2015 Equity Incentive Plan		6/18/2015		NQ		$17.520		50,000		28,124		21,876		37,499		12,501		9,375		12,501		Standard 4 year monthly yes		3/20/2015
10004002		2015 Equity Incentive Plan		5/24/2016		NQ		$12.090		300,000		93,749		206,251		149,999		150,001		56,250		150,001		Standard 4 year month yes		3/20/2016
10005587		2015 Equity Incentive Plan		4/9/2017		PSO		$16.680		250,000		0		250,000		0		250,000		0		250,000		4 year vest- 25% > one year		3/20/2017
10005573		2015 Equity Incentive Plan		4/9/2017		NQ		$16.680		250,000		0		250,000		62,500		187,500		62,500		187,500		Standard 4 year month yes		3/20/2017
										3,794,975		2,913,721		881,254		3,132,472		662,503		218,751		662,103

000 Xxxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 XXX