RingCentral, Inc 1 Lagoon Drive, Suite 350, Redwood City, CA Tel. 650 ###-###-#### Fax. 650 ###-###-#### www.ringcentral.com

Salary. Annual gross base salary of $17,916.66 per month ($215,000 per year) (subject to standard withholding and payroll deductions), payable semi-monthly in accordance with the Company’s payroll policies.

MBO Performance Bonus.  

On a quarterly basis, you shall be eligible to receive a management-by-objective (MBO) bonus in the target gross amount of $15,000 per quarter ($60,000 per year). The MBO variable pay component will be prorated for your first quarter of employment as appropriate.  Your general MBO targets shall be the responsibilities described in Exhibit A.   Your specific MBO targets shall be as mutually agreed by you and the Company on a quarterly basis (see below).  You understand and agree that while it is the Company’s intent to set up reasonably achievable MBOs, actual achievement of these MBO target milestones may not necessarily be strictly solely in your control.  Therefore, the above notwithstanding, the amount of your variable pay will be based on the extent to which those MBO targets are achieved by the Company and/or you.

Your specific initial quarterly MBO targets will be set by mutual agreement no later than 14 days after your Start Date; thereafter, your specific quarterly MBO targets will be set by mutual agreement on or before the beginning of each quarter.  The Company’s MBO performance milestone(s) will be set by the board at or about the beginning of each calendar year.  

All MBO performance bonuses shall be paid on a quarterly basis within 15 days after the end of each fiscal quarter.  At the end of each quarter you will deliver to the Company a written summary showing in reasonable detail the extent to which your milestone(s) were satisfied in the applicable fiscal quarter. If the Company and you disagree about whether an MBO milestone has been achieved, you and the Company shall promptly meet and confer in good faith to attempt to resolve the matter on mutually agreeable terms, provided however that the final decision on evaluation of your performance against set targets shall always remain with the Company.

Stock Options. Subject to board approval, you will be issued 325,000 stock options, which stock options are equal to approximately one-sixty-fifth of one percent (0.65%) of the fully-diluted capital stock of the Company.  The exercise price of the stock options will be $0.99 per share, which is the current fair market value per share of the Company’s common stock.  Your stock options shall be subject to the terms of the Company’s 2003 Equity Incentive Plan (the “2003 Plan”).  All of your stock options shall vest over a 4-year vesting schedule as follows: provided you remain an employee of the Company, 25% of the stock options shall vest on the first anniversary of your employment start date, and the remaining options shall vest in equal installments at the rate of 1/48^th per month (i.e., 6,771 options vest per month) on a monthly basis thereafter.  Subject to applicable law, your stock options will be issued as incentive stock options.  

Double-Trigger Stock Option Vesting Acceleration.  If the Company consummates a “Change of Control (defined below) and (i) you are terminated by the Company within 60 days prior to the Change of Control and/or not hired by the surviving / successor entity, or (ii) within 12 months after the Change of Control, your employment is terminated by the successor/surviving company without cause or you terminate your employment with the successor/surviving company for “Good Reason” (defined below), then fifty percent (50%) of your then unvested stock options shall immediately vest in full and be exercisable on your termination date.

Benefits. You will be eligible to participate in the Company’s standard health benefits plan and will be provided with 10 Company holiday-vacation days and 10 days of paid-time off in accordance with the Company’s policies for other employees of your position.  Please note that the Company has contracted with an outsourced HR service provider to handle and administer the Company’s accounting, payroll, benefits, vacation/paid-time off and other

administrative matters.  When you begin employment, you will be provided with a complete description of these Company policies.  Also, because of the co-employment nature of the relationship between the Company and the HR service provider, you may also be required to sign the HR service provider’s standard form of employment contract and any other administrative forms required by the HR service provider.

Severance.  Notwithstanding anything to the contrary contained herein, in the event of an involuntary termination of your employment by the Company without “cause” (as defined below) or voluntary termination with Good Reason at any time after December 25, 2008, you will be entitled to severance compensation equal to three (3) month’s base salary.  All severance shall be paid over three months in accordance with the Company’s payroll procedures.  For purposes of this agreement, “cause” means (i) conviction of a felony or any crime involving moral turpitude or dishonesty , (ii) a willful and substantial violation of the Company’s corporate policies, including but not limited to the Company’s Code of Conduct or similar policy(s) described in the Company’s employee handbook, or (iii) your material failure to perform your duties and responsibilities to the Company that has not been cured within fifteen (15) days after written notice from the Company, or (iv) a material breach of the PIIA

Establish RingCentral as a leading international brand for small business communications.

Primary responsibility for profitably growing RingCentral’s current 60K customers to a community of hundreds of thousands.

Responsibility for all prospect and customer marketing, with the former including SEM/SEO, Affiliate, Display, Direct, Viral, as well as various off-line techniques as appropriate.

Recruit, motivate and set direction for the marketing team (both internal and external resources, including multiple agency relationships); establish processes, accountabilities and track progress against goals and objectives.

Lead full range of marketing activities, including: market research, user database initiatives, corporate identity development, publicity, advertising, promotion and community development (seminars/Webinars, user groups, blogs, etc.), both on- and offline.  

Establish and manage a multi-million dollar marketing budget and continually develop, test, measure and refine an innovative mix of online and offline marketing methods to maximize impact on target audiences and the ROI of marketing dollars.  

Maximize utilization of the data gained from the customers’ use of the Company’s products; build customer retention programs based on the data.

Work closely with Product Management on development of feature prioritization, product roadmap, pricing and revenue optimization.

Work closely with Business Development to develop and manage key partnerships with leading companies offering complimentary products and services to the target audience (e.g., VistaPrint, PayPal, Intuit, Cisco, domestic and international carriers, etc.)

Work closely with Customer Satisfaction to minimize churn and increase revenue from existing customers.

Work closely with, and initially manage, Telesales to hone down the pitch and improve overall product effectiveness.

As a core member of the executive team, collaborate on and contribute to overall Company strategy and organizational development (recruitment, culture, etc); play a central role in determining future expansion opportunities.

Number of customer leads

Cost of leads

Trial-to-Paid Conversions

Industry awards