SPS COMMERCE, INC.
AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Amended and Restated Executive Severance and Change in Control Agreement (the Agreement), dated effective as of February 13, 2020 (the Effective Date), is entered into by and between Archie C. Black (Employee), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (Employer).
WHEREAS, Employer is engaged in the business of developing, marketing and distributing computer software products and services; and
WHEREAS, Employee is currently employed by Employer as Employers Chief Executive Officer; and
WHEREAS, Employee and Employer are parties to an Executive Severance Change in Control Agreement, dated November 14, 2017 (the Prior Agreement) and a Confidentiality, Intellectual Property Assignment and Restrictive Covenant Agreement, dated November 14, 2017 (the Confidentiality Agreement); and
WHEREAS, Employer and Employee desire to amend, modify and restate the Prior Agreement;
WHEREAS, Under the terms and conditions of the Confidentiality Agreement, Employee previously agreed to certain obligations with respect to non-disclosure of Employers trade secrets and confidential information, disclosure and assignment of intellectual property and non-competition and non-solicitation restrictions that apply during Employees employment with Employer and for a period thereafter; and
WHEREAS, Employee is willing to continue to be employed by Employer, and Employer is willing to continue to employ Employee, on the terms, covenants, and conditions included in this Agreement and the Confidentiality Agreement and as hereinafter set forth.
For the reasons set forth above, and in consideration of the mutual promises and agreements hereinafter set forth, Employer and Employee agree as follows:
1. TERM. Employer and Employee agree that the term of this Agreement is the period commencing on the Effective Date and continuing until Employees employment with Employer is terminated (the Term). Employee understands that Employer is an at-will employment employer, and that this means the employment relationship may be terminated by either party at any time and for any reason and that this Agreement is not a contract for employment for any specific length of time.
2. VESTING OF OPTIONS AND OTHER EQUITY UPON A CHANGE IN CONTROL. If Employer terminates Employees employment without Cause (as defined below), or if Employee resigns with Good Reason (as defined below) during the Change in Control Period (as defined below), then, with respect to any equity-based award that has been granted to Employee under the SPS Commerce, Inc. 2010 Equity Incentive Plan, as amended from time to time (the Equity Plan) or any predecessor or successor plan and is outstanding and not fully vested on Employees Termination Date (as defined below) (an Equity Award), and notwithstanding any language in the Equity Plan or any predecessor or successor plan, the unvested portion of any Equity Award that is outstanding on Employees Termination Date will vest as of the later of the date both (a) Employees Release (as defined below) becomes irrevocable, and (b) the date of the Change in Control (as defined below), if it has not occurred by the Termination Date. Notwithstanding any provision to the contrary in the terms of any Equity Award agreement regarding the expiration date of the Equity Award, if such Equity Award is a stock option, it will remain exercisable to the extent so vested for one year after Employees Termination Date unless otherwise terminated under the terms of the Equity Award (other than due to the expiration of the exercisable period identified in the Equity Award) or any claw back policy of or agreement with Employer.