Separation and Transition Agreement and General Release between the Registrant and James Gochee, dated September 13, 2019

September 12, 2019

James Gochee

Dear Jim:

This letter sets forth the substance of the separation and transition agreement and general release terms (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition.

1.Separation Date. You are resigning your employment, and the Company accepts your resignation, which will be effective on November 16, 2019 (the “Separation Date”).

2.Transition Period. If you timely sign this Agreement, then from the Effective Date of this Agreement (as defined in Paragraph 16(c)) until the Separation Date (the “Transition Period”), your at-will employment will continue with the following additional terms:

(a)Duties. During the Transition Period, you will continue to perform all transition-related projects and duties reasonably requested of you by the Company. You will not be required to report to the office or work a full-time schedule except as requested by the Company to transition your duties and responsibilities. During the Transition Period, you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company (including your obligations under your Employee Proprietary Information and Inventions Agreement (the “Inventions Agreement”), a copy of which is attached hereto as Exhibit B). For the avoidance of doubt, the restrictions of Paragraph 4 of the Inventions Agreement (and all other provisions of the Inventions Agreement) are not modified during the Transition Period.

(b)Compensation and Benefits. During the Transition Period, you will continue to receive your current base salary, subject to standard withholdings and deductions, and you will be eligible for the Company’s standard benefits, subject to the terms of such plans and programs and applicable law.

(c)Employment Termination. During the Transition Period, you will remain an at-will employee of the Company and are entitled to resign your employment for any reason. Similarly, the Company is entitled to terminate your employment with or without Cause. If the Company terminates your employment with Cause during the Transition Period, your employment will end immediately and you will not receive any further compensation or benefits from the Company (including the Separation Benefits as defined and set forth in Paragraph 4 below), except for salary not previously paid earned through the Separation Date, subject to required payroll deductions and withholdings. If you resign your employment during the Transition Period, or the Company terminates your employment without Cause during the Transition Period, you will be paid for salary not previously paid earned through the Separation Date (subject to required payroll deductions and withholdings), and you will remain eligible for the Separation Benefits set forth in Paragraph 4, subject to the terms and conditions set forth therein.

(d)Cause Definition. For purposes of this Agreement, “Cause” for termination of your employment will mean any of the following: (i) your willful failure to substantially perform your duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) your conduct tending in the Company’s reasonable judgment to bring you or the Company into disrepute (whether or not such conduct is or becomes publicly known); (iii) your commission of any act of fraud, embezzlement, dishonesty, or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iv) breach of any code of conduct, rule, or regulation under applicable laws as set forth by all relevant regulatory agencies, exchanges, and self-regulatory bodies relevant to you and/or the Company’s business; (v) unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (vi) your willful breach of any of your obligations under any written agreement or covenant with the Company.

3.Accrued Salary. On the Separation Date, the Company will pay you salary not previously paid earned through the Separation Date, subject to required payroll deductions and withholdings. The payments in this Paragraph are not conditioned on you signing this Agreement.

4.Separation Benefits. Although the Company is not otherwise obligated to do so, if you: (i) timely return this fully signed and dated Agreement to the Company and allow the Effective Date (as defined in Paragraph 16(c)) to occur; (ii) comply fully with your obligations hereunder; and (iii) sign the Reaffirmation Release that is attached to this Agreement as Exhibit A and hereby incorporated by reference into this Agreement (the “Reaffirmation Release”) on or within three (3) business days after the Separation Date and allow the Reaffirmation Effective Date (as defined in the Reaffirmation Release) to occur, then the Company will provide you with the following separation benefits (“Separation Benefits”), which supersede and extinguish any rights you may have under that certain offer letter dated April 16, 2008 between you and the Company:

(a)Salary. The Company will pay you the equivalent of four (4) months of your base salary in effect as of the Separation Date, subject to standard payroll deductions and withholdings (“Separation Pay”). Your Separation Pay will be paid in a lump sum on the first regular payday no earlier than one week after the Reaffirmation Effective Date (as defined in Exhibit A).

(b)Health Insurance. On the date the Separation Pay is paid, the Company will pay you a lump sum equivalent of four (4) months of COBRA health coverage continuation premiums (“COBRA Premiums”), subject to applicable income withholding and deductions. To the extent provided by the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your existing group health insurance benefits at your own expense after the Separation Date. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish and plan terms permit. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the Separation Date. Your COBRA coverage rights are not contingent on signing this Agreement. You are responsible for timely enrolling in and electing COBRA coverage, and for submitting payment for all COBRA insurance premium payments.

You acknowledge that the Company has made no representations to you concerning your tax obligations related to the payments and benefits described in this Agreement or its Paragraph 4, and that you shall be responsible for any tax consequences associated with any payment or benefit you receive through this Agreement. Refer to Paragraph 8 for additional requirements concerning Property Return before the Separation Benefits are provided.

5.Equity Awards and ESPP. Vesting of your outstanding stock options and any other equity awards, if any (“Equity Awards”), ceases on your Separation Date. Your Equity Awards will continue to be governed by the terms of the applicable equity awards documents and are not contingent on signing this Agreement. Any accumulated contributions to the New Relic 2014 Employee Stock Purchase Plan (“ESPP”) will be refunded to you under the terms of that plan; completed ESPP purchases are not impacted by your separation.

6.Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance, or benefits after the Separation Date.

7.Expense Reimbursements. You agree that, within ten (10) days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice. It is expected that you will not incur significant business expenses, for example by traveling without an express request by a Company Officer or by purchasing equipment, before your separation.

8.Return of Company Property. By no later than your Separation Date (or at any earlier date upon the Company’s request), you shall return to the Company all Company documents (and all copies thereof) and other Company property in your possession or control, including, but not limited to, Company files, notes, financial and operational information, customer lists and contact information, product and services information, research and development information, drawings, records, plans, forecasts, reports, payroll information, spreadsheets, studies, analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones, tablets, handheld devices, and servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company and all reproductions thereof in whole or in part and in any medium. You agree that you will make a diligent search to locate any such documents, property, and information within the timeframe referenced above. In addition, if you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare, or transmit any confidential or proprietary data, materials, or information of the Company, then within five (5) business days after your Separation Date, you must provide the Company with a computer-useable copy of such information and then permanently delete and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion is done. Your timely compliance with the provisions of this paragraph is a precondition to your receipt of the Separation Benefits provided hereunder.

9.Proprietary Information Obligations. Both during and after your employment you acknowledge your continuing obligations under your Proprietary Information and Inventions Agreement, including your obligations not to use or disclose any confidential or proprietary information of the Company. A copy of your Proprietary Information and Inventions Agreement is attached hereto as Exhibit B.

(a)Agreement Terms. Subject to the exceptions in Paragraph 16(e) and this Paragraph 10, you and the Company shall not publicize or disclose the terms of this Agreement and the discussions leading to it; provided, however, that: (i) you may disclose the basic terms of this Agreement to your immediate family, provided that they agree to keep the terms confidential; (ii) the parties may disclose this Agreement to their respective attorneys, accountants, auditors, and licensed tax preparers and financial advisors; (iii) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law; and (iv) the parties acknowledge that the Company will disclose this Agreement to fulfill corporate reporting and disclosure requirements. The provisions of this Paragraph 10(a) will be void and of no effect as of the date this Agreement is filed publicly by the Company.

(b)Protected Disclosures. Notwithstanding your confidentiality and non-disclosure obligations in this Agreement and the Proprietary Information and Inventions Agreement (Exhibit B), you understand that as provided by the federal Defend Trade Secrets Act, you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosures of trade secrets made: (i) in confidence to a federal, state, or local government for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing contained in this Agreement or any other agreement with the Company limits your ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company.

11.Nondisparagement. Subject to the exceptions in Paragraphs 10 and 16(e), you agree not to make or communicate any disparaging statement in any forum or media concerning the Company or its officers, directors, employees, shareholders, agents, contractors, products, or services, or the Company’s business, reputation, strategies, or prospects. A “disparaging statement” is one with the purpose or reasonably likely effect of damaging the reputation, goodwill, or standing of the Company (or the subject of the statement) in the community, whether or not the statement is slander or libel under applicable law. You may respond accurately and fully to any request for information if required by legal process. Nothing in this Agreement prevents you from describing your accomplishments and responsibilities while employed at the Company to a prospective employer or for purposes of professional development.

12.Neutral Reference. In response to a reference request to Human Resources, the Company’s regular practice it to provide only title and dates of employment, as well as salary as of separation (upon written consent). Any other reference request you make to an Officer of the Company will be as agreed by you and the Officer.

13.No Voluntary Adverse Action. You agree that you have not and will not voluntarily (except in response to legal compulsion and as permitted under Paragraph 10) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim, or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees, or agents, or any Released Party (as defined in Paragraph 16(a)).

14.Cooperation. The Company and you agree and understand that by virtue of your responsibilities, you have had an integral involvement with the affairs of the Company, its affiliates, predecessors, and successors for a significant period of time. The smooth and efficient continued operation of the Company and its successors may require them to call upon you from time-to-time for information, advice, and assistance in the pursuit of ongoing affairs, particularly those commenced prior to your departure or involving any ongoing litigation or investigation of which you have knowledge or about which you have information. In consideration for the promises and benefits set forth herein, you promise to cooperate with the Company and its successors by providing any and all such information, advice or assistance they may require for the orderly transition of the business, or for prosecuting or defending against such litigation, or for the successful completion of transactions and contracts begun during your tenure. You specifically agree to provide such cooperation in any litigation, or in the resolution of any other legal matters, in which the Company or its successors are or may become involved, to the extent such litigation or legal matters relate to matters within your knowledge or responsibility during your tenure with the Company. You further agree to: cooperate with the Company’s counsel by providing information and documents; appear as may be required in judicial, administrative, or arbitral proceedings, and any discovery conducted in connection with such proceedings; provide truthful testimony on the Company’s behalf as it or its counsel deem necessary; and communicate with the Company and its counsel as they may reasonably require, and promptly respond to their requests for information and assistance. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.

15.No Admissions. You understand and agree that the promises and payments in consideration of this Agreement will not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

16.Release of Claims.

(a)General Release. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date you sign this Agreement (collectively, the “Released Claims”). You covenant not to sue any Released Party for any Released Claim.

(b)Scope of Release. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (ii) all claims related to compensation or benefits from the Company, including salary, bonuses, commissions, vacation, paid time off, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; (v) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended), the California Fair Employment and Housing Act (as amended), and Oregon Revised Statutes Chapters 652, 653, 654, 659 and 659A; and (vi) federal, state, or local laws similar or equivalent to those described in this Paragraph.

(c)ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and that the consideration given under this Agreement for your waiver and release in this Paragraph is in addition to anything of value to which you are already entitled. You further acknowledge that you have hereby been advised by this Paragraph that: (i) your waiver and release do not apply to any rights or claims that may arise after the date that you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have at least twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign and return it earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke it (by providing written notice of your revocation to the Company’s CFO not later than 11:59pm PST on the 7th day after you sign this Agreement); and (v) this Agreement will not be effective until the eighth day after the date that this Agreement is signed by you, provided you do not timely revoke this Agreement (“Effective Date”). Any changes to this Agreement will not restart the running of your twenty-one (21) day review period. Upon the Effective Date, the Transition Period (and resulting rights and privileges) described in Paragraph 2 of this Agreement will be in effect; upon the Reaffirmation Effective Date (as defined in Exhibit A), you will be entitled to the Separation Benefits described in Paragraph 4 of this Agreement. If this Agreement does not become effective you will not receive consideration and benefits to which you are not otherwise entitled, such as those described in Paragraphs 2 and 4.

(d)Waiver of Unknown Claims. In giving the releases set forth in this Agreement, which include claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows:

You hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to your release of claims in this Agreement, including, but not limited to, the release of unknown and unsuspected claims.

(e)Excluded Claims. Notwithstanding the foregoing, the following claims are not included in the Released Claims (“Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; (ii) any rights which cannot be waived as a matter of law; (iii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; and (iv) any claims for breach or enforcement of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, speaking with or participating in any proceeding before the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the Oregon Bureau of Labor & Industries, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state, or local agency charged with the enforcement of any laws, including providing documents or any other information. Nothing in this Agreement prevents you from speaking with an attorney retained by you. By signing this Agreement, you are waiving your right to recover any individual relief (including backpay, frontpay, reinstatement, or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment from a government agency (and not the Company) for information provided to the government agency.

You further represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

17.Representations. You hereby represent that you have been paid all compensation owed and for all days worked through the date you sign this Agreement (other than any regular payroll payment pending for days of employment as of your signature date), you have received all the leave and leave benefits and protections for which you are eligible pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, the Oregon Family Leave Act, or otherwise, and you have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim. You represent and warrant that you have not filed any complaint, claim, or charge against a Released Party with any local, state or federal agency or court and that you have not assigned or otherwise transferred any interest in any Released Claim.

18.Dispute Resolution. You and the Company shall use good faith efforts to resolve any controversy or claim arising out of, or relating to, this Agreement or any alleged breach of the Agreement. You and the Company agree to provide written notice of any breach of the Agreement and to provide at least ten (10) business days to cure or resolve any such breach. If unable to resolve a dispute arising from this Agreement, you and the Company agree to submit your dispute to binding arbitration, whether any such dispute is in contract, tort, or otherwise and whether provided by statute or common law (except for: (i) claims for employee benefits under any benefit plan sponsored by the Company and either (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance); (ii) claims for state disability insurance, workers compensation, or unemployment insurance benefits; or (iii) disputes that the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or another Act of Congress prohibit from being subject to a pre-dispute arbitration agreement). You and the Company agree that any arbitration shall be in accordance with the Federal Arbitration Act (the “FAA”), and to the extent an issue is not addressed by the FAA, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) or such other rules of the AAA as applicable to the claims being arbitrated. The arbitration will be conducted by a single arbitrator, who will be a retired judge or an attorney licensed to practice in California. If you and the Company cannot agree on an arbitrator within fifteen (15) business days after a written demand for arbitration, then the arbitrator will be selected according to the rules of the AAA. If either party refuses to honor its obligations to arbitrate or if either you or the Company needs temporary or preliminary injunctive relief related to an arbitrable dispute, the party may apply to a court with jurisdiction to grant such relief, and any such application will not be incompatible with or a waiver of this Paragraph. The arbitrator shall apply the substantive law of the State of California (excluding California choice-of-law principles that might call for the application of some other state’s law), or federal law, or both as applicable to the claims asserted. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. The parties agree that they shall each bear the same costs in arbitration as each would bear in civil litigation, and that the Company will advance any excess of the arbitrator’s fee or filing fees above those applicable to filing an equivalent action in federal or state court. The prevailing party in any legal proceeding filed to enforce this Agreement will be entitled to recover its attorneys’ fees, costs, and related arbitration or litigation expenses including, but not limited to, expert witness fees. Any and all of the arbitrator’s orders, decisions, and awards will be enforceable in, and judgment upon any award rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. All proceedings conducted according to this Paragraph 18, including any order, decision, or award of the arbitrator, will be kept confidential by all parties except to the extent such disclosure is required by law. The Parties agree that the exclusive venue for arbitration under this Agreement will be San Francisco County.

19.General. This Agreement, including its incorporated Exhibit A and Exhibit B, constitutes the complete, final, and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter described in this Agreement. You represent and agree that you enter into this Agreement freely and voluntarily, without reliance on any promise or representation, written or oral, other than those expressly contained herein, and this Agreement supersedes any other agreements, promises, warranties, or representations concerning its subject matter (except those contained in its Exhibit A and Exhibit B). This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. You may not assign any provision of this Agreement. This Agreement will bind the heirs, personal representatives, successors, and permitted assigns of both you and the Company, and will inure to the benefit of both you and the Company, and its and your respective heirs, successors, and permitted assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, the determination will not affect any other provision of this Agreement and the provision in question will be modified to be enforceable in a manner consistent with the intent of the parties, to the extent possible under applicable law. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. Any ambiguity in this Agreement will not be construed against either party as the drafter. Any waiver of a breach of this Agreement, or rights hereunder, must be in a writing signed by the waiving party (and as to the Company by a duly authorized officer) and will not be deemed to be a waiver of any successive breach or rights under this Agreement. This Agreement may be executed in counterparts, which will be deemed to be part of one original. Facsimile and electronic image signatures (including DocuSign) will be equivalent to original signatures.

If this Agreement is acceptable to you, please sign and date below and send me the signed and dated Agreement not later than Friday, October 4, 2019 (which is at least 21 days after your receipt of the Agreement). The Company’s offer contained in this Agreement will automatically expire if we do not receive the fully signed Agreement within this timeframe.

I thank you for your work with New Relic and wish you success in your future endeavors.

Sincerely,

Mark Sachleben,

Chief Financial Officer

I have read this Separation and Transition Agreement and General Release, and I understand all of its terms. I understand that by entering into this Agreement, I am giving up certain rights in exchange for something of value to which I am not otherwise entitled. I enter into and sign this Separation and Transition Agreement and General Release knowingly and voluntarily, with full understanding of what it means.

James Gochee

Date

I sign and enter into this Reaffirmation Release as of the date indicated below.

__________________________________________

James Gochee

__________________________________________

Date

Mark Sachleben

Chief Financial Officer