Form of Executive Severance Agreement

Severance Benefits Not In Connection With a Change in Control. If, at any time, ON24 terminates your employment without Cause (as defined herein), and provided such separation constitutes a separation from service (as defined by Treasury Regulation 1.409A-1(h)), then subject to the conditions described below, you will be eligible for the following severance benefits:

The Company will pay you severance payments in the form of continuation of base salary for [TIER 1 - six (6)] [TIER 2 – three (3)] months, less applicable withholdings, with such payments to start on the next payroll date following the effective date of the release described below, provided that if the Release Period (as defined below) spans two calendar years, the severance payments will not begin earlier than the first payroll date of the later calendar year (subject to any delay as may be required for compliance with Internal Revenue Code Section 409A (“Section 409A”)); and

provided you timely elect continued coverage under COBRA, the Company will reimburse you for the cost of your COBRA premiums for you and your eligible dependents until the earlier of (i) [TIER 1 - six (6)] [TIER 2 – three (3)] months following your termination of employment or (ii) the date you and your eligible dependents are no longer eligible for COBRA; provided, however, if, at the time of your termination of employment, the Company determines that providing the COBRA reimbursement in this paragraph would result in a violation of law or an excise tax to the Company, then the Company will instead pay you a lump sum payment equal to [TIER 1 - six (6)] [TIER 2 – three (3)] months of your estimated COBRA premiums, less applicable withholdings, within 10 days following the effective date of the release described below, provided that if the Release Period spans two calendar years, the payment will not be made earlier than the first business day of the later calendar year (subject to any delay as may be required for compliance with Section 409A).

Severance Benefits In Connection With a Change in Control. If upon or within one (1) year following a Change in Control (as defined herein), your employment is terminated by the Company without Cause (as defined herein), or you resign for Good Reason (as defined herein), and provided such separation constitutes a separation from service (as defined by Treasury Regulation 1.409A-1(h)), then in lieu of the Severance Benefits Not In Connection With a Change in Control, as described above, subject to the conditions set forth below, you will be eligible for the following severance benefits:

The Company will pay you severance payments in the form of continuation of base salary for [TIER 1 - twelve (12)] [TIER 2 – six (6)] months and a prorated target bonus, less applicable withholdings, with such payments to start on the next payroll date following the effective date of the release described below, provided that if the Release Period spans two calendar years, the severance payments will not begin earlier than the first payroll date of the later calendar year (subject to any delay as may be required for compliance with Section 409A);

The Company will accelerate the vesting of [100%] [50%] [0%] of your unvested equity awards; and

provided you timely elect continued coverage under COBRA, the Company will reimburse you for the cost of your COBRA premiums for you and your eligible dependents until the earlier of (i) [TIER 1 - twelve (12)] [TIER 2 – six (6)] months following your termination of employment or (ii) the date you and your eligible dependents are no longer eligible for COBRA; provided, however, if, at the time of your termination of employment, the Company determines that providing the COBRA reimbursement in this paragraph would result in a violation of law or an excise tax to the Company, then the Company will instead pay you a lump sum payment equal to [TIER 1 - twelve (12)] [TIER 2 – six (6)] months of your estimated COBRA premiums, less applicable withholdings, within 10 days following the effective date of the release described below, provided that if the Release Period spans two calendar years, the payment will not be made earlier than the first business day of the later calendar year (subject to any delay as may be required for compliance with Section 409A).

Severance Conditions. You will not receive any severance benefits if your employment is terminated for Cause or based on your voluntary resignation that is not for Good Reason. Your receipt of the severance benefits set forth herein is conditional upon your continuing to comply with all of your legal and contractual obligations to the Company and your delivering to the Company a general release of claims in favor of the Company in a form the Company will provide you that becomes effective and irrevocable on or before the sixtieth (60th) day following your termination date (the “Release Period”). If these conditions are met, your severance benefits will be provided as indicated above.

Definitions.

For purposes of this Severance Program Agreement, “Cause” shall be as defined in Section 2.1(d)(i) through (vii) of the ON24, Inc. 2014 Stock Plan (the “2014 Stock Plan”).

For purposes of this Severance Program Agreement, “Change in Control” shall be as defined in Section 2.1(e) of the 2014 Stock Plan.

For purposes of this Severance Program Agreement, “Good Reason” shall mean your resignation from employment with the Company following the occurrence of any of the following events without your prior written consent: (1) a significant reduction in your duties, position or responsibilities in effect immediately prior to such reduction (provided, however, that any such reduction will not constitute “Good Reason” in the context of a Change in Control if you are asked to assume substantially similar duties and responsibilities in a larger entity after such Change in Control and such reduction will not be deemed to have occurred solely because of a change in title); (2) a material reduction of current base salary; or (3) a relocation to a worksite that is more than (50) miles from the then existing worksite; provided that, in any such case, you: (a) provide written notice to the Company of the condition(s) claimed to constitute grounds for Good Reason within sixty (60) days of the initial existence of such condition(s); and, (b) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice (the “Cure Period”); and, (c) your resignation from employment is effective within thirty (30) days after the Cure Period is complete.

409A. It is intended that all of the severance benefits and other payments payable under this Severance Program Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Severance Program Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Severance Program Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Severance Program Agreement, if you are deemed by the Company at the time of your separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation

The specific reason(s) for the denial, including a reference to the Agreement provisions on which the denial is based;

A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary; and

A description of the Agreement’s review procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

The opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;

Upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim for benefits; and

A review that takes into account all comments, documents, records and other information submitted by you relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The specific reason(s) for the decision, including a reference to the Agreement provisions on which the decision is based;

A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to your claim for benefits; and

A statement of your right to bring an action under Section 502(a) of ERISA.