Offer Letter, dated August 19, 2019, by and between SailPoint Technologies, Inc. and Matt Mills

Compensation.  Your annual base salary will be $375,000; paid semi-monthly (on the 15th and last day of each month) consistent with our standard payroll procedures and reduced by payroll deductions and all required withholdings.

You will also be eligible for a bonus of up to 100% of your annual salary based on your continued employment and achievement of goals as set forth by the SailPoint Board of Directors Compensation Committee.

Equity Awards.  Subject to approval by SailPoint’s Board of Directors, you will be granted

an award of restricted stock units (“RSUs”) with a value of $1,625,000, determined based on the 30-trading day average closing price of SailPoint Common Stock on the date the Board approves the grant of the RSUs, rounded down to the nearest whole number.  The RSUs represent the right to receive shares of SailPoint Common Stock and will vest and be settled in four annual 25% installments beginning August 20, 2020.

an option to purchase a number of shares of SailPoint Common Stock determined by dividing $1,625,000 by the 30-trading day average closing price of SailPoint Common Stock on the date the Board approves the award, multiplied by two, rounded down to the nearest whole number.  Your stock option will have an exercise price equal to the closing price of SailPoint Common Stock on the date the Board approves the award.  25% of the stock options will vest and become exercisable on the first anniversary of the date of grant and the remaining options will vest and become exercisable in substantially equal monthly installments thereafter over the subsequent 36 months.  Vested stock options will remain exercisable for the periods, and may be exercised in the manner, set forth in your award agreement.  

Executive Severance.  So long as you are currently serving in the capacity of the Chief Revenue Officer (or other similarly senior executive position), you will be eligible for participation in the Severance Pay Plan, subject to the approval of both the Chief Executive Officer and the Compensation Committee and pursuant to the terms and conditions of the plan.

Benefits.  You will be eligible to participate in a comprehensive package of employee benefits, which includes medical, dental, vision, group life insurance and a 401(k) plan.  Details of these and other benefit options will be provided to you at the New Hire Orientation session, scheduled for your first day.

Work Authorization.  In compliance with Federal Immigration law, this offer of employment is contingent upon your ability to provide proof of eligibility and right to work in the United States.  This documentation must be provided within 3 business days of the effective date of your employment.

Background Check. As a condition of accepting this offer of employment, you may be required to submit to a background screening. Unsatisfactory results from, refusal to cooperate with, or any attempt to affect the results of this check may result in termination of employment.

Employment, Proprietary Information, and Invention Assignment Agreement.  As a condition of accepting this offer of employment, you will be required to complete, sign and return SailPoint Employment, Proprietary Information, and Invention Assignment Agreement.

General.  This offer letter, the Employment, Confidential Information and Invention Assignment Agreement, when signed by you, set forth the terms of your employment with SailPoint and supersedes all prior terms or discussions.  This letter agreement can only be amended in writing, signed by you and an authorized officer of SailPoint.