Exhibit 10.36
AMENDED AND RESTATED EMPLOYMENTAGREEMENT
ThisAMENDED AND RESTATED EMPLOYMENTAGREEMENT(the“Agreement”),isby and between Intapp, Inc., a Delaware corporation (the “Company”), and Dustin Sedgwick (the “Executive”) (the Company and the Executive collectively referred to as the “Parties” or individually referred to as a “Party”) and restates the agreement between the Parties, effective August 25, 2025.
WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company pursuant to the terms and conditions of this Agreement.
NOW,THEREFORE, ITISHEREBYAGREEDASFOLLOWS:
1.EmploymentandDuties.
(a)General.The Executive’s employment under this Agreement shall commence on August 25, 2025(the “Effective Date”), subject to Executive’s satisfaction of a customary background check in accordance with the Company’s policies and continue until the date of the Executive’s termination of employment in accordance with Section 3 of this Agreement. For the avoidanceofdoubt,the Executive’semployment withtheCompanyshallatalltimesbeonan at- will basis and nothing in this Agreement shall provide the Executive the right to employment for any specified period.
(b)PositionandDuties.Subjecttothetermsandconditionshereof,theExecutiveshall serve as the Chief Marketing Officer of the Company, reporting to the Chief Executive Officer of the Company (the “CEO”). The Executive shall have such duties and responsibilities commensurate with those typically provided by a Chief Marketing Officer of a company that is required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as may be assigned to the Executive from time to time by the CEO. The Executive’s principal place of employment shall be remote, or other mutually agreed upon location,subjecttotravelinthe performance of the Executive’s duties and the business of the Company.
(c)ExclusiveServices.ForsolongastheExecutiveisemployedbytheCompany,the Executive shall devote the Executive’s full business working time, attention and efforts to the Executive’s duties hereunder, shall faithfullyserve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to the Executive by the CEO and shall use the Executive’s best efforts to promote and serve the interests of the Company. Further, the Executive shall not, directly or indirectly, render services to any other person or organization without the prior written consent of the Company (which shall not be unreasonablywithheld)orotherwiseengageinactivitiesthatwouldinterferesignificantlywiththe faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards, providedthat the Executive receives the prior written consent of the CEO to serve on such boards; (ii) manage personal investments or engage in charitable activities; (iii) make passive investments in venture funds; provided,that,theExecutiveshallnotprovideservicesto,oradviseinanycapacity,anycompany in which the investments are made if the company competes with the Company; and (iv) be a passiveowner ofnot more than 2%of theoutstandingequityinterest inanyentitythat ispublicly
traded,solongastheExecutivehasnoactiveparticipationinthebusinessofsuchentity;provided that each of the foregoing activities do not contravene the first sentence of this Section 1(c).
2.CompensationandOtherBenefits.SubjecttotheprovisionsofthisAgreement,the CompanyshallpayandprovidethefollowingcompensationandotherbenefitstotheExecutiveas compensation for services rendered hereunder:
(a)Base Salary.The Company shall pay to the Executive a base salary at the annual rate of $472,000 (the “Base Salary”), payable in substantiallyequal installments at such intervals inaccordancewiththeCompany’sordinarypayrollpracticesasestablishedfromtimetotime.The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company(the“Board”)shallreviewtheExecutive’sBaseSalary,notlessthanannually,andmay increase (but not decrease) the Executive’s Base Salary in its sole discretion.
(b)Bonus.The Executive shall be entitled to participate in the Company’s annual incentivebonusplaninaccordancewithitstermsasmaybeineffectfromtimetotimeandsubject to such other terms as the Board or the Compensation Committee may approve (the “AnnualBonus”). For each fiscal year, the Executive shall be eligible to receive a target Annual Bonus opportunity of 70% of the Executive’s Base Salary. Any determinations as to whether the ExecutiveshallreceiveanAnnualBonus,includingtheamountofanybonus,shallbesolelywithin thediscretionoftheCEOandtheBoardortheCompensationCommittee.TheExecutivemustbe continuously employed with the Company through the Annual Bonus payment date in order to earn and receive the Annual Bonus (if any) with respect to any applicable year.
(c)Long-TermIncentivePlan.
(i)As soon as commercially practicable following the Effective Date, subject to approval by the Board or the Compensation Committee (as applicable), and subject to the Executive’s continued employment with the Company through such date (the “Grant Date”), the Executive will be granted an award under the Company’s 2021 Omnibus Incentive Plan (the “Plan”) with a grant date value equal to $8,500,428, with the number of shares of Company commonstock(the“Shares”)subjecttosuchawardtobedeterminedbyusingtheaveragetrading price of the Company’s common stock over a period preceding the grant date, as determined by the Compensation Committee in its sole discretion (such award, the “Sign-On Award”).
(ii)Approximately50% of the Shares subject to the Sign-On Award (rounded down to the nearest whole Share) will be in the form of Restricted Share Units (as defined in the Plan) and approximately 50% of the Shares subject to the Sign-On Award (rounded up to the nearestwholeShare)willbeintheformofPerformanceShareUnits(asdefinedinthePlan).The Restricted Share Units will vest, subject to the Executive’s continued employment through the applicable vesting date, as to 6.25% of the Restricted Share Units (rounded down to the nearest whole share) on November 20, 2025, and the remaining Restricted Share Units will vest in substantially equal installments onthe15subsequentquarterlyvestingdatesthereafter(withthenumberofSharesvestingineach such installment rounded down to the nearest whole share with respect to all installments other than the final installment and rounded up to the nearest whole share with respect to the final installment).ThePerformanceShareUnits willvestin substantiallyequal installments over a three-year period beginning on the first quarterly vesting date following the first anniversary of the Grant Date subject to the Company’s achievement of certain cumulative annual goals associated with the applicable installment (with the number of Shares vesting in each such installment rounded down to the nearestwholesharewithrespectto
allinstallmentsotherthanthefinalinstallmentandroundedup tothenearestwholesharewithrespecttothefinalinstallment).Thespecificterms andconditions that will applyto the Sign-On Award will be set forth in an award agreement and mayvaryfrom the terms described here, and the Sign-On Award will in all cases be subject to the terms of the Plan and the award agreement.
(iii)TheExecutiveshallfurtherbeentitledtoparticipateintheCompany’slong- termincentiveplaninaccordancewithitstermsthatmaybeineffectfromtimetotimeandsubject to such other terms as the Board or the Compensation Committee, in its sole discretion, may approve.
(d)BenefitPlans.TheExecutiveshallbeentitledtoparticipateinallemployeebenefit plans or programs of the Company as are available to other similarly situated executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.
(e)Expenses.The Company shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive’s duties hereunder upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company’s reimbursement policies and procedures.
(f)Vacation;PaidTimeOff.TheExecutiveshallbeentitledtovacationtimeandpaid time off consistent with the applicable policies of the Company for other similarly situated executives of the Company as in effect from time to time.
3.At-WillEmployment; TerminationofEmployment.TheCompanyandExecutive acknowledge that Executive’s employment under this Agreement shall be “at-will” as defined under applicable law. This means that it is not for any specified period of time and, subject only to this Section 3, the Company and the Executive shall each have the right to terminate the Executive’s employment at any time for any reason or for no reason.
(a)Termination due to Death or Disability.The Executive’s employment under this AgreementwillautomaticallyterminateupontheExecutive’sdeathandmaybeterminatedbythe Company or the Executive (subject to Section 3(f)) upon the Executive’s Disability (as defined below). Intheeventthe Executiveincurs aSeparationfromService (asdefinedbelow) byreason oftheExecutive’sdeathorDisability,theCompanyshallpaytotheExecutive(ortheExecutive’s estate, as applicable) the Executive’s accrued Base Salary through and including the date of termination and any Annual Bonus earned, but unpaid, for the year prior to the year in which the SeparationfromServiceoccursandanyotheramountsorbenefitsrequiredtobepaidorprovided by law or under any plan, program, policy or practice of the Company (collectively, “AccruedCompensation and Benefits”), payable in accordance with Company policies and practices and applicable law, but in no event later than 30 days after the Executive’s Separation from Service.
(b)TerminationforCause;ResignationwithoutGoodReason.IftheExecutiveincurs aSeparationfromServicebyreasonoftheCompany’sterminationoftheExecutive’semployment for Cause or the Executive’s resignation other than for Good Reason, theExecutive shall onlybe entitled to payment of the Accrued Compensation and Benefits, payable in accordance with Companypoliciesandpracticesandinnoeventlaterthan30daysaftertheExecutive’sSeparation from Service, and shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.
(c)Termination without Cause; Resignation for Good Reason Not in the Change inControl Protected Period.If the Executive incurs a Separation from Service that does not occur
during the Change in Control Protected Period by reason of the Company’s termination of the Executive’s employment without Cause or the Executive’s resignation for Good Reason, in each case subject to Section 3(f), the Executive shall be entitled to the Accrued Compensation and Benefits,payableinaccordancewithCompanypoliciesandpracticesandinnoeventlaterthan30 days after the Executive’s Separation from Service and, subject to Section 3(e), the following:
(i)an amount equal to one times the Executive’s then-current Base Salary, payable in accordance with the Company’s regular policies and practices in substantially equal monthly installments over a period of 12 months following the Executive’s Separation from Service; provided, that such payments will commence within 60 days after the Executive’s SeparationfromServiceand,oncetheycommence,willincludeanyunpaidamountsaccruedfrom the date of the Executive’s Separation from Service; provided, further, if the foregoing 60-day periodspanstwocalendaryears,thenthepaymentswillinanyeventbegininthesecondcalendar year;provided,further,ifa“changeintheownershipofacorporation,”a“changeintheeffective control of a corporation,” or a change in the ownership of a substantial portion of a corporation’s assets,”asdefinedinTreas.Reg.§§1.409A-3(i)(5)(v),1.409A-3(i)(5)(vi)and1.409A-3(i)(5)(vi), respectively, occurs with respect to the Company following the Executive’s Separation from Service,anyunpaidamountshereundershallbepaidinasinglelumpsumwithin15daysfollowing the consummation of such a transaction;
(ii)subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursementofthemonthlyCOBRApremium paidbytheExecutivefortheExecutiveandthe Executive’seligibledependentsuntiltheearliestof(A)the12monthanniversaryoftheSeparation from Service, (B) the date the Executive is no longer eligible to receive COBRA continuation coverage,and(C)thedateonwhichtheExecutivebecomeseligibletoreceivesubstantiallysimilar coverage from another employer or source; and
(iii)the accelerated vesting of a portion of the equity-based compensation awardsgrantedtotheExecutiveunderthePlanasoforfollowingtheEffectiveDate,suchthat(A) anyEquityAwardsubjectonlytotime-basedvestingshallvest,asoftheSeparationfromService, astotheportionoftheawardthatwouldhavevestedinthe12-monthperiodimmediatelyfollowing theSeparationfromService;and(B)anyawardthatissubjecttoperformance-basedvestingshall vest, as of the Separation from Service, as to 25% of number of milestones under the applicable award(or,iflessthan25%ofthemilestonesundertheapplicableawardremainunvestedasofthe Separation from Service, the applicable award shall vest in full).
(d)Termination without Cause; Resignation for Good Reason in Connection with aChangeinControl.IftheExecutiveincursaSeparationfromServiceduringtheChangeinControl ProtectedPeriodbyreasonoftheCompany’sterminationoftheExecutive’semploymentwithout Cause or the Executive’s resignation for Good Reason, in each case subject to Section 3(f), the ExecutiveshallbeentitledtotheAccruedCompensationandBenefits,payableinaccordancewith Companypoliciesandpracticesandinnoeventlaterthan30daysaftertheExecutive’sSeparation from Service and, subject to Section 3(e), the following:
(i)an amount equal to the sum of (A) one times the Executive’s then-current Base Salary, plus (B) the Executive’s target Annual Bonus for the year in which the Separation from Service occurs, payable in substantially equal monthly installments over a period of 12 months following the Executive’s Separation from Service; provided, that such payments will commence within 60 days after the Executive’s Separation from Service and, once they commence,willinclude anyunpaidamountsaccruedfromthedateofthe Executive’s Separation fromService;provided, further,iftheforegoing60-dayperiodspanstwocalendar years,thenthe payments will in any event begin in the second calendar year; provided, further, if a “change in the ownership of a corporation” or a “change in the effective control of a corporation” as defined in Treas. Regs. §1.409A-3(i)(5)(v) and §1.409A-3(i)(5)(vi), respectively, occurs with respect to the Company following the Executive’s Separation from Service, anyunpaid amounts hereunder shallbepaidinasinglelumpsumwithin15daysfollowingtheconsummationofsuchtransaction; provided,further,iftheExecutive’sSeparationfromServiceoccursafteraChangeinControlthat also qualifies as a “change in control event” within the meaning of Treas. Reg. §1.409A-3(i)(5), the foregoing amounts shall be paid in a lump sum;
(ii)subject to the Executive’s timely election of continuation coverage under COBRA,reimbursementofthemonthlyCOBRApremiumpaidbytheExecutivefortheExecutive andtheExecutive’sdependentsuntiltheearliestof(A)the12monthanniversaryoftheSeparation from Service, (B) the date the Executive is no longer eligible to receive COBRA continuation coverage,and(C)thedateonwhichtheExecutivebecomeseligibletoreceivesubstantiallysimilar coverage from another employer or source; and
(iii)theacceleratedvestingoftheequity-basedcompensationawardsgrantedto the Executive under the Plan as of or following the Effective Date in full.
(e)Execution and Delivery of Release.The Company shall not be required to make thepaymentsandprovidethebenefitsprovidedforunderSection3(c)or3(d)unlesstheExecutive executesanddeliverstotheCompany,within60days followingtheExecutive’s Separationfrom Service,ageneralwaiverandreleaseofclaimsinaformsubstantiallysimilartotheformattached hereto as Exhibit Aand the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release (or the Executive’s revocation of such release) shall result in the forfeiture of the payments and benefits under Sections 3(c) and 3(d).
(f)Notice of Termination.Any termination of employment by the Company or the Executiveshallbecommunicatedbyawritten“NoticeofTermination”totheotherPartygivenin accordance with Section 21, except that the Company may waive the requirement for Notice of TerminationbytheExecutive.IntheeventofaresignationbytheExecutivewithoutGoodReason, the Notice of Termination shall specify the date of termination, which date shall not be less than
30 days afterthe giving ofsuch notice, unless the Companyagrees to waiveanynoticeperiodby the Executive.
(g)Resignation from Directorships and Officerships.The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) all director, officer or employee positions the Executive has with the Company or any of its subsidiaries or affiliates (the “Company Group”) and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company Group.
4.Definitions
(a)Cause.ForpurposesofthisAgreement,“Cause” shallmeantheterminationofthe Executive’s employment because of:
(i)the Executive’s indictment for, or entry of a plea of guilty or no contest or nolo contendere to, any felony (other than a traffic violation) under any state, federal or foreign law or any other crime involving moral turpitude that impairs the Executive’s ability to serve as Chief Marketing Officer of the Company or would be reasonably likely to cause material harm to the reputation of the Company;
(ii)the Executive’s commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, breach of fiduciary duty or other willful and material act of misconduct, in each case, that causes or would be reasonablylikelyto cause material harm to the Company or any of its affiliates;
(iii)anywillful,materialdamagetoanypropertyoftheCompanybythe
Executive;
(iv)theExecutive’s willfulfailureto(A) substantiallyperform his/hermaterial
job functions hereunder (otherthananysuch failureresultingfromExecutive’sDisability) or(B) carry out or comply with a lawful and reasonable directive of the Board;
(v)the Executive’s breach of any material written Company policy that materially harms the Company;
(vi)the Executive’s unlawful use (including being under the influence) or possessionofillegaldrugsontheCompany’s(oranyaffiliate’s)premisesorwhileperformingthe Executive’s duties and responsibilities under this Agreement; or
(vii)the Executive’s breach of any material provision of this Agreement, the ConfidentialityAgreement (as defined below) or anyother written agreement between Executive and the Company provided, however, that no act or omission on the Executive’s part shall be considered “willful” if it is done by the Executive in good faith and with a reasonable belief that theExecutive’sconduct wasinthebestinterestoftheCompany, and provided, further,however, that no event or condition described in clauses (iv) or (v) shall constitute Cause unless (w) the Company gives the Executive written notice of termination of employment for Cause and the groundsforsuchterminationwithin180daysoftheBoardfirstbecomingawareoftheeventgiving
rise to such Cause, (x) such grounds for termination are not corrected bythe Executive within 30 days of the Executive’s receipt of such notice, (y) if the Executive fails to correct such event or condition,theCompanygivestheExecutiveatleast30days’priorwrittennoticeofaspecialBoard meetingcalledtomakeadeterminationthattheExecutiveshouldbeterminatedforCauseandthe Executive and the Executive’s legal counsel are given the opportunity to address such meeting priortoavoteoftheBoard,and(z)adeterminationthatCauseexistsismadeandapprovedbythe Board.
(b)Change in Control Protected Period.For purposes of this Agreement, “Change inControl Protected Period” shall mean the period beginning three months prior to a Change in Control and ending 12 months following a Change in Control.
(c)Change in Control.For purposes of this Agreement, “Change in Control” shall havethemeaningsetforthinthePlanorthesuccessorplanpursuanttowhichtheExecutivewas, prior to the relevant transaction, most recently granted a long-term incentive award.
(d)Disability.For purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined in the Company long-term disability plan applicable to the Executive.
(e)Good Reason.For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:
(i)amaterialreductioninExecutive’sBaseSalaryortargetAnnualBonus
opportunity;
(ii)amaterialdiminutionintheauthority,dutiesorresponsibilitiesofthe
Executive as contemplated in this Agreement, including the Executive no longer serving as the Chief Marketing Officer of the Company or its successor after a Change in Control;
(iii)the relocation of Executive’s primary place of employment to a locationmore than fifty (50) miles from Executive’s current principal place of employment or other mutually agreed upon location; or
(iv)a material breach by the Company of this Agreement, the Confidentiality Agreement (as defined below) or any other written agreement with Executive provided,however,thatnoeventorconditiondescribedaboveshallconstituteGoodReasonunless (x) the Executive gives the Company written notice of the Executive’s intention to terminate the Executive’semploymentforGoodReasonandthegroundsforsuchGoodReasonwithin 90days of the Executive first becoming aware of the event giving rise to such Good Reason, (y) such grounds for Good Reason are not corrected bythe Companywithin 30 days of its receipt of such notice,and(z)theExecutiveactuallyterminatestheExecutive’semploymentforGoodReasonon such grounds for Good Reason within 45 days of the Company’s failure to correct.
5.LimitationsonSeverance Paymentand OtherPaymentsorBenefits
(a)Payments.NotwithstandinganyprovisionofthisAgreement,ifanyportionofthe severancepaymentsoranyotherpaymentunderthisAgreement,orunderany otheragreement
withtheExecutiveorplanorarrangementoftheCompanyoritsaffiliates(intheaggregate,“TotalPayments”), would constitute an “excess parachute payment” and would, but for this Section 5, result in the imposition on the Executive of an excise tax under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments to be made to the Executive shall either be (i) delivered in full, or (ii) delivered in the greatest amount suchthatnoportionofsuchTotalPaymentswouldbesubjecttotheExciseTax,whicheverofthe foregoing (i) or (ii) results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the Excise Tax).
(b)Determinations.Within 30 days following the Executive’s termination of employment or notice byone Partyto the otherof its belief that there is a payment or benefit due to theExecutivethat willresult in an excess parachutepayment, theCompany, at theCompany’s expense, shall select a nationally recognized certified public accounting firm or consulting firm (which may be the Company’s independent auditors) (“Consulting Firm”) reasonably acceptable totheExecutive,todetermine(i)theBaseAmount(asdefinedbelow),(ii)theamountandpresent valueoftheTotalPayments,(iii)theamountandpresentvalueofanyexcessparachutepayments determined without regard to any reduction of Total Payments pursuant to Section 5(a), and (iv) thenetafter-taxproceedstotheExecutive,takingintoaccountthetaximposedunderCodeSection 4999 if (x) the Total Payments were reduced in accordance with Section 5(a), or (y) the Total Payments were not so reduced. If the Consulting Firm determines that Section 5(a)(ii) above applies, then the payments upon the Executive’s termination of employment hereunder or any otherpaymentorbenefit determined bysuch ConsultingFirmtobeincludableinTotalPayments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the followingprinciples, in order:(1)thepayment orbenefit with thelater possiblepayment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cashpaymentsshallbe reducedpriortonon-cash benefits; providedthatif theforegoingorderof reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).
(c)Definitions and Assumptions.For purposes of this Agreement: (i) the terms “excessparachutepayment”and“parachutepayments”shallhavethemeaningsassignedtothem in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) presentvalueshallbecalculatedinaccordancewithCodeSection280G(d)(4);(iii)theterm“BaseAmount”means an amount equal to theExecutive’s“annualized includiblecompensation for the baseperiod”asdefinedinCodeSection280G(d)(1);(iv)forpurposesofthedeterminationbythe Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actualmarginalrateoffederalincomeandemploymenttaxation,andstateandlocalincometaxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reductionin federalincometaxesthatmaybe obtainedfromthededuction ofsuch stateandlocal taxes.ThecovenantssetforthinSections6and7of thisAgreementhave substantialvalue tothe
CompanyandaportionofanyTotalPaymentsmadetotheExecutiveareinconsiderationofsuch covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”,thePartiesintendthatanamountequaltonotlessthantheExecutive's highestannual base salary during the 12-month period immediately prior to the Executive’s termination of employmentshallbeinconsiderationofthecovenantsinSections6and7below.TheConsulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.
(d)Amendment.This Section 5 shall be amended to comply with any changes to or successor provisions of Sections 280G or 4999 of the Code in a manner designed to result in Executive’s greatest benefit on an after-tax basis.
6.Confidentiality.In connection with the acceptance of this Agreement, the Executive shall execute an Employee Invention Assignment and Confidentiality Agreement between the Company and the Executive attached hereto as Exhibit B(the “ConfidentialityAgreement”).
7.Non-Solicitation.The Executive agrees that, during the Executive’s employment with the Companyand for a period commencing on the Executive’s Separation from Service for any reason or no reason and ending on the first anniversary thereof (the “Restricted Period”), the Executiveshallnot,directlyorindirectly,otherthaninconnectionwiththeproperperformanceof the Executive’s duties in the Executive’s capacity as an executive of the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives or (b) encourage, induce,attemptto induce,solicitorattempttosolicitanycurrentorformeremployee, consultant, independent contractor, agent or representative of the Company Group in a business competitive withtheCompanyGrouptoleavehis,heroritsemploymentorservicewiththeCompanyGroup. As used herein, the term “indirectly” shall include, without limitation, the Executive’s grant of permissiontousetheExecutive’snamebyanycompetitorofanymemberoftheCompanyGroup to induce or interfere with any employee or any other service provider of any member of the Company Group.
8.Compensation Recovery Policy.The Executive acknowledges and agrees that, to the extent the Company adopts any clawback or similar policy whether in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any rules and regulations promulgatedthereunder,orotherwise,theExecutiveshalltakeallactionnecessaryorappropriate to comply with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement or enforce that policy).
9.CertainRemedies.
(a)Injunctive Relief.Without intending to limit the remedies available to the CompanyGroup,theExecutiveagreesthatabreachofanyofthecovenantscontainedinSections 6and7ofthisAgreementmayresultinmaterialandirreparableinjurytotheCompanyGroupfor
whichthereisnoadequateremedyatlaw,thatitwillnotbepossibletomeasuredamagesforsuch injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaginginactivitiesprohibitedbythecovenantscontainedinSections6and7ofthisAgreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.
(b)ExtensionofRestrictedPeriod.InadditiontotheremediestheCompanymayseek andobtainpursuanttothisSection9,theRestrictedPeriodshallbeextendedbyanyandallperiods duringwhichtheExecutiveshallbefoundbyacourtorarbitratorpossessingpersonaljurisdiction over the Executive to have been in violation of the covenants contained in Section 7 of this Agreement.
10.Section409A ofthe Code.
(a)General.ThisAgreementisintendedtomeettherequirementsofSection409Aof theCode(“Section409A”)andshallbeinterpretedandconstruedconsistentwiththatintent.Each amounttobepaidorbenefittobeprovidedunderthisAgreementshallbeconstruedasaseparate and distinct payment for purposes of Section 409A.
(b)Deferred Compensation.Notwithstanding anyother provision of this Agreement, totheextentthattherighttoanypayment(includingtheprovisionofbenefits)hereunderprovides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:
(i)If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i)oftheCodeonthedateoftheExecutive’s“SeparationfromService”withinthe meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commenceduringtheperiodbeginningonthedateoftheExecutive’sSeparationfromServiceand ending on the date that is six months following the Executive’s Separation from Service or, if earlier,onthedateoftheExecutive’sdeath.Theamountofanypaymentthatwouldotherwisebe paidtotheExecutiveduringthisperiodshallinsteadbepaidtotheExecutiveonthefifteenthday of the first calendar month following the end of the period.
(ii)With respect to payments or benefits made upon the Executive’s terminationofemployment,suchterminationofemploymentwillnotbedeemedtohaveoccurred unlesssuchterminationofemploymentisalsoa“SeparationfromService”withinthemeaningof Section 409A(a)(2)(A)(i) of the Code.
(iii)Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.
11.Source of Payments.All payments provided under this Agreement, other than paymentsmadepursuanttoaplanwhichprovidesotherwise,shallbepaidincashfromthegeneral funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.
12.Arbitration.Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutuallyresolved bythe Parties and their respective advisors and representatives shall be settled exclusively by arbitration in Santa Clara County, California in accordance with the commercial rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the CompanyandanindividualtobeselectedbytheExecutive,orifsuchtwoindividualscannotagree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon. EachPartyshallbearitsownattorney’sfeesandexpenses;providedthatthearbitratormayassess the prevailing Party’s fees and costs against the non-prevailing Party as part of the arbitrator’s award. The Parties agree to abide by all decisions and awards rendered in such proceedings. Decisions and awards rendered by the arbitrator shall be final and conclusive.
13.Non-assignability;BindingAgreement.
(a)By the Executive.This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.
(b)Bythe Company.This Agreement maybe assigned bythe Companyto anyother member of the Company Group or to anysuccessor whether bymerger, acquisition of beneficial ownership or otherwise.
(c)BindingEffect.ThisAgreementshallbebindingupon,andinuretothebenefitof, theParties,anysuccessorstoorassignsoftheCompanyandtheExecutive’sheirsandthepersonal representatives of the Executive’s estate.
14.Withholding.All payments madeorbenefits providedto theExecutiveunderthis Agreementshallbereducedbyanyapplicablewithholdingtaxesandotherauthorizeddeductions.
15.Amendment; Waiver.This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by eitherpartyofcompliancewithanyprovisionofthisAgreementbytheotherpartyshallnotoperate orbeconstruedasawaiverofanyotherprovisionofthisAgreement,orofanysubsequentbreach by such party of a provision of this Agreement.
16.Governing Law.All matters affecting this Agreement, including the validity thereof,aretobesubjectto,andinterpretedandconstruedinaccordancewith,thelawsoftheState of California applicable to contracts executed in and to be performed in the State of California.
17.Survival of Certain Provisions.The rights and obligations set forth in this Agreement that, by their terms, extend beyond the termination of the Executive’s employment with the Company shall survive such termination.
18.EntireAgreement.ThisAgreementandtheConfidentialityAgreementcontainthe entire agreement and understanding of the Parties with respect to the matters covered herein and supersedeallpriororcontemporaneousnegotiations,commitments,agreementsandwritingswith respecttothesubjectmatterhereof;allothernegotiations,commitments,agreementsandwritings, shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.
19.Counterparts.This Agreement may be executed by either of the Parties in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
20.Headings.The headings of sections herein areincluded solelyfor convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21.Notices.Allnoticesorcommunicationshereundershallbeinwriting,addressedas follows:
To theCompany:
Intapp, Inc. 3101ParkBlvd.
PaloAlto, CA 94306
Attention:John Hall, CEO
With a copy to legalnotices@intapp.com
TotheExecutiveat theExecutive’saddresson file withtheCompany.
All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimilewillbedeemedreceivedand effectiveonlyiffollowed,within48hours,byahardcopy sent by certified United States mail.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed byitsofficerpursuanttotheauthorityofitsBoard,andtheExecutivehasexecutedthisAgreement, as of the day and year first written above.
INTAPP,INC.
By: /s/ John Hall
Name: John Hall
Title:CEO
EXECUTIVE
By: /s/ Dustin Sedgwick
Name: Dustin Sedgwick