TRA BONUS AGREEMENT
THIS TRA BONUS AGREEMENT (this Agreement) is dated as of [DATE], 2021, and is between Clearwater Analytics Holdings, Inc., a Delaware corporation (the Company), and [NAME] (the Executive). Capitalized terms not defined herein shall have the meaning set forth in that certain Tax Receivable Agreement, dated as of [DATE], 2021, by and between the Company, each of the undersigned parties thereto, and each of the other persons from time to time that becomes a party thereto (the TRA).
WHEREAS, the Executive is an Eligible Executive Officer;
WHEREAS, the Company is entering into similar agreements with the other Eligible Executive Officers on or about the date hereof;
WHEREAS, the Company desires to provide to the Executive a TRA Bonus (as defined below) upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereby agree as follows.
1. Certain Defined Terms.
(a) Cause has the meaning ascribed to such term in the Employment Agreement.
(b) Disability has the meaning ascribed to such term in the Employment Agreement.
(c) Employment Agreement means that certain Employment Agreement, dated as of , by and between the Executive and Clearwater Analytics, LLC.
(d) Good Reason has the meaning ascribed to such term in the Employment Agreement.
(e) Ineligible Executive means each Eligible Executive Officer whose employment with the Company or its Affiliates terminated for any reason prior to the applicable TRA Bonus Payment Trigger Event.
(f) Qualifying Termination means a termination of the Executives employment with the Company and its Affiliates (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) due to the Executives death or Disability.