Offer Letter between the Registrant and Syam Nair, dated as of April 12, 2023

April 12, 2023                                    

Dear Syam:

On behalf of Zscaler, Inc. (the “Company”), I am pleased to offer you employment with the Company in the position of Chief Technology Officer and EVP of R&D. You will work as a remote employee based in Washington, and you will report to me. This Employment Agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company. Your employment with the Company is on a full-time basis, and as a result, you agree to devote all of your business time and energies to your duties for the Company.

Base Salary. As a full-time exempt employee, your starting annual base salary will be $430,000, subject to applicable withholding and paid in accordance with the Company’s regular semi-monthly payroll process. You will not be eligible to receive any overtime pay. Any adjustments to your base salary rate will be determined by the Company in its sole discretion based upon your performance, the Company’s performance, and other relevant criteria.

Annual Bonus. You will be eligible to participate in the Company’s annual discretionary bonus program, pursuant to which you may earn an annual bonus of up to $430,000 based upon the Company’s performance and your individual performance. The decision to award you an annual bonus, as well as the actual amount of any such bonus, will be determined by the Company in its sole discretion. Your participation will be prorated and effective on the first day of the following month after the date of hire. In order to earn an annual bonus, you must be employed by the Company in good standing and not under notice of termination for any reason on the bonus payment date (subject to local laws). Any bonuses earned by you will be subject to applicable tax withholding.

Employee Benefits. You will be eligible to participate in the Company’s paid time off, group health insurance, and other benefit plans subject to the terms of those plans. A copy of the Company’s current Benefits Summary is available for your review.

Equity Grant. In addition, upon commencement of your employment and approval from the Zscaler Board of Directors, or an authorized committee thereof, you will receive a grant of restricted stock units (RSUs), performance stock units (PSUs) and Stock Options (SOs). The terms of your equity grants are included in your equity letter.

Termination of Employment and Compensation/Benefits Changes. Your employment with the Company is “at will,” and thus you or the Company may terminate our employment relationship at any time, with or without cause or notice. The Company reserves the right, in its sole discretion, to change your position, duties, compensation, and/or employee benefits at any time on a prospective basis.

Termination in Connection with a Change of Control. Upon approval from the Zscaler Board of Directors, you will be permitted to participate in the Company’s Change of Control and Severance Policy (“COC Policy”) under which you will be eligible to receive certain severance payments and benefits in the event of your Qualifying Termination (as defined in the COC Policy). The benefits of the COC Policy will be substantially similar to those currently in effect for the Company’s other executive officers, but will also include an extension of the period of time in which you have to exercise your vested options to purchase Company common stock subject to the Option until the date that is twelve (12) months following your termination date, subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the equity plan under which the options are granted. Upon being designated a participant in the COC Policy, you will be asked to sign a participation agreement that sets forth your rights under the COC Policy.

Conditions of Employment. As a condition of your employment, you agree to execute the Company’s standard form of Confidentiality Agreement at the start of your employment. You further agree that at all times during your employment (and afterwards as applicable), you will be bound by, and will fully comply with, the Confidentiality Agreement.

This offer of employment is contingent upon the successful completion (as determined by the Company) of any background or reference checks desired by the Company. Such background/reference checks may not be completed until after your employment start date. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days following the start of your employment, or our employment relationship with you may be terminated.

Complete Agreement/Modification. This Employment Agreement, along with any other agreements described herein, sets forth the terms and conditions of your employment with the Company, and supersedes any prior representations or agreements concerning your employment with the Company, whether written or oral. You acknowledge and agree that you are not relying on any statements or representations concerning the Company or your employment with the Company except those made in this Agreement. This Agreement may not be modified or amended except by a written agreement signed by you and an authorized officer of the Company.

This offer of employment will expire at 5:00 pm PST on 4/14/2023 if you have not signed and returned this Agreement to me.

Syam, we are excited about the prospect of having you join the Company. We hope to have you as our colleague soon!

Sincerely,

Zscaler, Inc.

By: /s/ Jay Chaudhry

Jay Chaudhry

    Chairman and CEO

**********************************

I hereby agree to and accept employment with Zscaler, Inc. on the terms and conditions set forth in this Employment Agreement.

/s/ Syam Nair                    Dated: April 12, 2023

Syam Nair

Anticipated Start Date: June 28, 2023

April 12, 2023

Dear Syam,

On behalf of Zscaler, Inc. (the “Company”), we are pleased to inform you of the following:

Subject to the approval of the Zscaler Board of Directors (or an authorized committee thereof) and following your commencement of employment, you will be granted restricted stock units (RSUs), performance stock units (PSUs), and options to purchase Zscaler common stock under our 2018 equity Incentive Plan (the “Plan”).

RSU/PSU Equity Grant: $24,000,000 USD (the “Value”)

$16,800,000 of the Value (the “New Hire RSU”) will be scheduled to vest over approximately a four‐year period: Twelve and a half percent (12.5%) of the New Hire RSU will vest on the first Quarterly Vesting Date (as defined in the Plan or your equity award agreement) following the 6-month anniversary of your Hire Date, and six and one‐quarter percent (6.25%) of the New Hire RSU will vest on each Quarterly Vesting Date thereafter.

$7,200,000 of the Value will be in the form of PSUs which will be subject to performance criteria. To the extent the performance criteria is achieved, earned PSUs will be scheduled to vest over approximately a four-year period.

The number of RSUs and target PSUs will be determined by dividing the applicable portion of the Value by the average of the closing price of the Zscaler’s common stock on the Nasdaq Global Select Market for each of the trading days in the month in which your employment commences (the date your employment commences is referred to as your “Hire Date”), rounded up to the nearest whole share.

The Company will grant you a stock option to purchase 50,000 shares of the Company’s Common Stock (the “Option”). The Option will be subject to the terms and conditions of the Plan and your Stock Option Agreement entered into under the Plan, including vesting requirements. Subject to your continued employment with the Company, 25% of the shares subject to the Option shall vest on the one‐year anniversary of your Hire Date, and 1/48th of the shares subject to the Option shall vest on the corresponding day of each month thereafter (or if there is no corresponding day in any such month, on the last day of such month), until all shares have vested.

On any particular vesting date, RSUs, PSUs, or Options will vest only if you have remained in continuous service with the Company through that date. The grants will be subject to the terms of the Plan and your equity award agreements, which you will receive and be required to execute following the approval of your grants. Following one year of employment, you will be eligible to be considered for additional annual equity refresh grants.

Regards,

Jay S. Chaudhry

Zscaler, Inc.

Chairman & CEO

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

ACKNOWLEDGED AND AGREED

/s/ Syam Nair                    Dated: April 12, 2023

Syam Nair

Anticipated Start Date: June 28, 2023