AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement), by and between nCino, Inc., a Delaware corporation (the Company), and Pierre Naude (You or Your) (each, a Party and collectively, the Parties), is entered into and effective as of July 6, 2020 (the Effective Date).
WHEREAS, You are an employee of the Company;
WHEREAS, the Parties desire to enter into this Agreement, as an amendment and restatement to the Compensation Agreement, effective as of October 25, 2017 between the Company and You (the Prior Agreement), to express the terms and conditions of Your continued employment with the Company (or any of its affiliates) as described herein; and
WHEREAS, as a condition to and as consideration for the Companys entry into this Agreement, including the enhanced severance benefits provided hereunder, You desire and agree to enter into the Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, the Parties agree as follows:
1. At-Will Employment. This Agreement does not create a contract for employment for a definite period or a contract for any particular benefits. Your employment with the Company shall be and remain at all times an at-will relationship. This means that at either Your option or the Companys option, Your employment may be terminated at any time, with or without Cause, and with or without notice. The period from the Effective Date through the date of the termination of Your employment hereunder is referred to herein as the Term.
2. Positions and Authority. You shall serve in the positions of President and Chief Executive Officer of the Company, or in such other positions as the Parties may agree. On the Effective Date, You shall continue to serve as a member of the Board of Directors of the Company (the Board) and, during Your service as President and Chief Executive Officer, the Company shall cause You to be nominated for election as a member of the Board. You agree to serve in the officer positions referred to in this Section 2 and continue to serve as a director of the Company, if elected or reelected by the stockholders of the Company, and to perform diligently and to the best of Your abilities the duties and services pertaining to such offices as set forth in the Bylaws of the Company, as well as such additional duties and services appropriate to such offices that the Parties may agree upon from time to time. Upon the Effective Date, Your principal place of work shall be located in Wilmington, North Carolina, subject to business travel as reasonably necessary in the performance of Your duties for the Company.
During the Term, You shall devote Your full business time and efforts to the business and affairs of the Company and its subsidiaries, provided that You shall be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Your personal and family investments, in each case, to the extent such activities do not materially