Transition Agreement by and between Jennifer Pileggi and the Registrant, dated November 16, 2021

Dear Jennifer:

This letter agreement (this “Agreement”) is made and entered into as of November 16, 2021 and confirms the terms of the agreement we have reached with you with respect to your departure and transition from Zuora, Inc. (“Zuora” or the “Company”).

1.Separation. You have provided notice to Zuora of your intention to retire as Zuora’s Senior Vice President, General Counsel and Corporate Secretary effective on February 11, 2022 (the “Transition Date”). Following the Transition Date, you will serve as a non-officer employee in an advisory role reporting to Zuora’s Chief Executive Officer, until May 1, 2022 (the “Separation Date”). The period from the Transition Date through the Separation Date shall be referred to in this Agreement as the Transition Period. During the Transition Period, (a) you will continue to be paid your current base salary, (b) you will be eligible to participate in all Zuora-sponsored health and benefit plans, and (c) your outstanding Zuora equity awards will continue to vest. In addition, you will be eligible to receive the bonus payout for the period ending January 31, 2022 (“FY22”) under Zuora’s Cash Incentive Plan (including any true-up or true-down payment under such plan for FY22) at the time such bonus is generally paid to eligible employees, subject to taxes and withholdings. Notwithstanding the above, you acknowledge that you will not be eligible to receive a bonus payout under Zuora’s Cash Incentive Plan for any period after FY22, or to be awarded any equity grants after the date of this Agreement.

2.Consulting Services. At the end of the Transition Period, you will cease being an employee of Zuora. If you sign this Agreement and you sign a second release of all claims in substantially the form attached as Exhibit A hereto that becomes effective on or prior to the Separation Date, then from May 2, 2022 through July 31, 2022 (the “Consulting Period”), Zuora agrees to retain you as a consultant of Zuora and you agree that during the Consulting Period you will provide advisory and transition services to Zuora. Assignment of these services shall be at the direction of Zuora’s Chief Executive Officer and such employees as he may designate from time to time. During the Consulting Period:

(a)Zuora will pay you a consulting fee of $250 per hour for your services rendered during the Consulting Period. You agree to provide Zuora with an invoice (submitted to ZEO Success at mary.hartman@zuora.com) by the 15th day of each month indicating the number or hours/days worked in the prior calendar month. You will be reimbursed by Zuora for all ordinary and reasonable direct expenses which you may incur in connection with your services during the Consulting Period, including travel expenses. You are solely responsible for providing, at your expense, those ordinary and necessary general and administrative resources needed for performance of the consulting services such as a cell phone or any related costs for internet service or telephone communication (although Zuora may provide a computer to you as may be

appropriate for purposes of performing the consulting services). Such general and administrative expenses are not eligible for reimbursement.

3.Equity Awards. Treatment of your unvested restricted share awards will be in accordance with the provisions of Zuora’s applicable equity incentive plan under which they were granted and the corresponding grant agreements (the “Equity Agreements”); provided, however, you understand and agree that notwithstanding anything to the contrary in the Equity Agreements, all of the restricted shares on which the restrictions have not lapsed and all unvested equity as of the Separation Date will be forfeited as of that date. You acknowledge and agree that you have no rights in or with respect to Zuora’s stock other than as described in Paragraph 1 above and this Paragraph 3. Stock options you hold that are vested as of the Separation Date are exercisable with respect to the vested shares at any time until three months after the end of the Consulting Period (i.e. until October 31, 2022). Except as expressly set forth in Paragraph 1 above and this Paragraph 3, all of the terms set forth in the Equity Agreements will remain in full force and effect.

4.Return of Company Property. You agree that on or before the Separation Date, you will return all Zuora assets including (without limitation) phones, keys, credit cards, card key passes and any other property that you received in connection with your employment including copies of documents that belong to Zuora and files stored on your computer(s) that contain information belonging to Zuora. With respect to any computer that may be provided to you for purposes of performing the consulting services, you agree to return such computer upon Zuora’s request (but not later than the end of the Consulting Period (i.e., July 31, 2022).

5.General Release of all Claims. In consideration for Zuora agreeing to provide you with the compensation described in Pargaraph 1 during the Transition Period, to the fullest extent permitted by law, you waive, release and promise never to assert any claims or causes of action, whether or not now known, against Zuora or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees,

consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to your employment with Zuora or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination, retaliation or harassment based on sex, age, race, national origin, disability or any other basis under the Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement and does not waive any claims for alleged work-related injuries that you have filed with Zuora’s workers’ compensation insurance company.

6.Waiver. You expressly waive and release any and all rights and benefits under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

7.Effective Date and Revocation. You have up to 21 days after you receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after the date you sign it will be the “Effective Date.” Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.

8.Legal Proceedings. You agree that you will cooperate fully with Zuora, regarding existing and future legal or administrative proceedings or asserted claims relating to events which occurred during your employment in which Zuora is a party, and as to which you might in Zuora’s view have personal knowledge, including without limitation the execution of affidavits or other documents providing information requested by Zuora.

9.Nondisclosure, Assignment and Non-Solicitation Agreement. You agree that at all times during and after your employment with Zuora, you were and shall remain bound by the Employee Nondisclosure, Assignment and Non-Solicitation Agreement dated May 1, 2015 between you and Zuora (the “Nondisclosure Agreement”).

10.Confidential and Proprietary Information. Without in any way limiting your general legal obligation to maintain the confidentiality of Zuora confidential and proprietary information, as a condition of receiving any of the benefits and payments provided by this Agreement, you agree to keep all confidential and proprietary information of Zuora, its subsidiaries and affiliated companies, including joint venture partners, strictly confidential, and not to disclose any such confidential or proprietary information to any other person except to the extent that disclosure is required by law, court order, or governmental inquiry. For purposes of this paragraph, confidential and proprietary information includes, but is not limited to, any non-public trade secret or commercially sensitive or valuable information concerning the business affairs, customers,

technologies, and personnel of Zuora and any of its affiliated entities, and includes among other information:

 

 

 

 

You hereby agree to return to Zuora all Zuora confidential and proprietary information and property, whether located in files, memoranda, documents, or on computers, laptops, phones, removable media or other portable storage devices, and that you will not misappropriate, upload or download, transfer to any third party, or otherwise share or distribute Zuora confidential or proprietary data. You may retain your rolodex and a copy of your electronic address book to the extent they only contain contact information.

11.Insider Information. During your employment with Zuora, you have been treated as an “insider” for securities law purposes. Please review your obligations regarding your treatment of insider information, and remember that any financial plan, program, estimate, financial performance data or matter not readily available to the general public shall be maintained in strict confidence and may not be disclosed or discussed publicly. Remember that you remain subject to Zuora’s Insider Trading Policy through the end of the Consulting Period.

12.Governing Law and Arbitration. This Agreement shall be governed by and construed and enforced in accordance with the laws of California (other than their choice-of law provisions). Any dispute arising under this Agreement shall be settled exclusively through arbitration in San Mateo County, California. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association before a single arbitrator. The decision of the arbitrator shall be final and binding on both parties. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.

13.Entire Agreement. Except as expressly provided in this Agreement, this Agreement renders null and void and completely supersedes any prior written, oral or other agreements or representation between you and Zuora (including the Change in Control and Severance Agreement between you and Zuora dated May 15, 2017) and this Agreement constitutes the entire agreement between you and Zuora regarding the subject matter of this Agreement. You acknowledge that you have not relied on any representations, promises, or agreements of any kind made in connection with your decision to sign this Agreement except for those set forth in this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of Zuora.

14.Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.

15.Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future.

This General Release of All Claims (the “Release”) is entered into between Jennifer W. Pileggi (“Employee”) and Zuora, Inc. (the “Company”) (collectively, the “parties”).

WHEREAS, in November 2021, Employee and the Company entered into an agreement regarding Employee’s transition and separation from employment with the Company (the “Letter Agreement,” to which this Release is attached as Exhibit A);

WHEREAS, Employee’s employment with the Company terminated on May 1, 2022 (the “Separation Date”) and the Company has determined that Employee cooperatively and diligently provided services through the Separation Date;

NOW THEREFORE, in consideration for the mutual promises and undertakings of the parties as set forth below, Employee and the Company hereby enter into this Release.

1.Acknowledgment of Payment of Wages: By her signature below, Employee acknowledges that, on the Separation Date, the Company paid him for all wages, salary, vacation, bonuses, commissions, reimbursable expenses, and any similar payments due him from the Company as of the Separation Date. By signing below, Employee acknowledges that the Company does not owe him any other amounts, except as may become payable under the Letter Agreement and this Release.

2.Return of Company Property: Employee hereby warrants to the Company that she has returned to the Company all property or data of the Company of any type whatsoever that has been in her possession, custody or control (except for such items that the Company may provide for purposes of Employee’s consulting services during the Consulting Period.

3.Consideration: In exchange for Employee’s agreement to this Release and her other promises in the Letter Agreement and herein, the Company agrees to provide Employee with the consideration set forth in Paragraph 2 of the Letter Agreement. By signing below, Employee acknowledges that she is receiving the consideration in exchange for waiving her rights to claims referred to in this Release and she would not otherwise be entitled to the consideration.

4.General Release and Waiver of Claims:

a.The payments and promises set forth in this Release are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which Employee may be entitled by virtue of her employment with the Company or her separation from the Company, including pursuant to the Letter Agreement. To the fullest extent permitted by law, Employee hereby releases and waives any other claims she may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of her employment or separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

b.By signing below, Employee expressly waives any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

c.Employee and the Company do not intend to release claims that she may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, or any claims for enforcement of this Release. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause set forth in the Letter Agreement.

5.Nondisparagement: Employee agrees that she will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. Nothing in this section shall prohibit Employee from providing truthful information in response to a subpoena or other legal process.

6.No Admission of Liability: This Release is not and shall not be construed or contended by Employee to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Release shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions of similar effect.

7.Complete and Voluntary Agreement: This Release, together with the Letter Agreement, Employee Nondisclosure, Assignment and Non-Solicitation Agreement, constitute the entire agreement between Employee and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. Employee acknowledges that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Release for the purpose of inducing Employee to execute this Release, and Employee acknowledges that he has executed this Release in reliance only upon such promises, representations and warranties as are contained herein, and that Employee is executing this Release voluntarily, free of any duress or coercion.

8.Review of Release; Effective Date and Revocation: You have up to 21 days after you receive this Agreement to review and sign it; however, you may sign this Agreement at any time after you receive it if you wish to do so. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, this Agreement will become effective on the eighth day after the date you sign it (the “Effective Date”). Employee also understands that he may revoke this Release within seven (7) days of signing this document and that the consideration to be provided to him pursuant to Section 2 of the Letter Agreement will be provided only following expiration of that seven (7) day revocation period and in accordance with the timing set forth in the Letter Agreement.

9.Severability: The provisions of this Release are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims above shall otherwise remain effective to release any and all other claims.

10.Other Terms of Letter Agreement Incorporated Herein: All other terms of the Letter Agreement to the extent not inconsistent with the terms of this Release are hereby incorporated in this Release as though fully stated herein and apply with equal force to this Release, including, without limitation, the provisions on Arbitration, Governing Law, and Attorneys’ Fees.

Dated: ____________________                ________________________________
                            Jennifer W. Pileggi