S-1/A

As filed with the U.S. Securities and Exchange Commission on January 10, 2022.

Registration No. 333-261676          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Justworks, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 7372 (Primary Standard Industrial Classification Code Number) 32-0390469 (I.R.S. Employer Identification Number)

55 Water Street

29th Floor

New York, New York 10041

(888) 534-1711

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

Isaac Oates

Chief Executive Officer

Justworks, Inc.

55 Water Street

29th Floor

New York, New York 10041

(888) 534-1711

(Name, Address, Including Zip Code, and Telephone Number, Including

Area Code, of Agent for Service)

Copies to:

Gregory P. Rodgers Benjamin J. Cohen Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10002 (212) 906-1200 Mario Springer General Counsel Justworks, Inc. 55 Water Street 29th Floor New York, New York 10041 (888) 534-1711 Dwight S. Yoo Ryan J. Dzierniejko Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Class A common stock, $0.0005 par value per share	8,050,000	$32.00	$257,600,000	$23,880

(1)Includes 1,050,000 additional shares that the underwriters have the option to purchase to cover over-allotments.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3)The registrant previously paid the registration fee in connection with prior filings of the registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-1 (File No. 333-261676) is filed solely to amend Item 16 of Part II thereof and to file Exhibits 10.14, 10.15, and 10.16 thereto. This Amendment No. 2 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by Justworks, Inc. (the “Registrant”), in connection with the sale of its common stock being registered. All amounts are estimates except for the Securities and Exchange Commission (the “SEC”) registration fee, the Financial Industry Regulatory Authority (“FINRA”) filing fee and the Nasdaq listing fee.

	Amount
SEC registration fee	$	23,880
FINRA filing fee	39,140
Initial Nasdaq listing fee	290,000
Printing fees and expenses	259,390
Legal fees and expenses	2,000,000
Accounting fees and expenses	1,100,000
Transfer agent and registrar fees and expenses	31,800
Miscellaneous fees and expenses	1,355,790
Total	$	5,100,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is governed by the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The registrant’s amended and restated certificate of incorporation and amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL, subject to limited exceptions.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for monetary damages for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or

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its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us, within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding all unregistered securities sold by us since January 1, 2018. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

Preferred Stock Issuances

In February 2018, we issued and sold an aggregate of 5,517,242 shares of our Series D preferred stock, par value $0.0005 per share, to 11 accredited investors at a purchase price of $7.25 per share, for aggregate consideration of $40,000,005.

In January 2020, we issued and sold an aggregate of 2,941,176 shares of our Series E preferred stock, par value $0.0005 per share, to 17 accredited investors at a purchase price of $17.00 per share, for an aggregate purchase price of $49,999,992.

Warrant Issuances

In May 2019, we issued two warrants to purchase up to an aggregate of 106,000 shares of our Class A common stock, par value $0.0005 per share, to two accredited investors at an exercise price of $0.01 per share for an aggregate exercise price of $1,060.

Options and Common Stock Issuances

From January 1, 2018 through the date of this registration statement, we granted to our directors, officers, employees, consultants and other service providers options to purchase an aggregate of 11,998,981 shares of Class A common stock, par value $0.0005 per share, at per share exercise prices ranging from $3.06 to $29.55. From January 1, 2018 through the date of this registration statement, we issued an aggregate of 372,960 shares of Class B common stock, par value $0.0005 per share, at per share purchase price ranging from $1.16 to $1.59 pursuant to the exercise of options by our directors, officers, employees, consultants and other service providers.

In May 2018, we issued 72,000 shares of Class B common stock, par value $0.0005 per share, to one accredited investor at a per share exercise price of $0.44 pursuant to the exercise of a warrant.

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In May 2018, we issued 40,000 shares of Class B common stock, par value $0.0005 per share, to one accredited investor at a per share exercise price of $1.155 pursuant to the exercise of a warrant.

In May 2018, we issued 40,000 shares of Class B common stock, par value $0.0005 per share, to one accredited investor at a per share exercise price of $0.01 pursuant to the exercise of a warrant.

In January 2020, we issued 52,946 shares of Class A common stock, par value $0.0005 per share, to one accredited investor at a per share exercise price of $0.01 pursuant to the net exercise of a warrant.

In March 2020, we issued 87,411 shares of Class B common stock, par value $0.0005 per share, to one accredited investor at a per share exercise price of $0.01 pursuant to the net exercise of a warrant.

The issuances of the securities in the transactions described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Rule 506, Rule 701 or Regulation S promulgated thereunder. The securities were issued directly by us and did not involve a public offering or general solicitation. The recipients of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

None of the transactions set forth in Item 15 involved any underwriters, underwriting discounts or commissions or any public offering. All recipients had adequate access, through their relationships with us, to information about us.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)Exhibits.

Exhibit Number	Description of Exhibit
1.1*	Form of Underwriting Agreement
3.1*	Certificate of Incorporation of the Registrant, as amended (currently in effect)
3.2*	Bylaws of the Registrant, as amended (currently in effect)
3.3*	Form of Amended and Restated Certificate of Incorporation of the Registrant (to be effective immediately prior to the closing of this offering)
3.4*	Form of Amended and Restated Bylaws of the Registrant (to be effective immediately prior to the closing of this offering)
4.1*	Specimen Stock Certificate evidencing the shares of Class A common stock
4.2X+*	Fourth Amended and Restated Investors’ Rights Agreement, dated January 16, 2020
4.3*	Warrant Agreement, dated June 23, 2017 by and between Justworks, Inc. and Triplepoint Capital LLC
4.4*	Warrant to Purchase Stock, dated as of May 31, 2019, issued by Justworks, Inc. to Silicon Valley Bank
5.1*	Opinion of Latham & Watkins LLP
10.1#*	2012 Stock Incentive Plan, as amended, and form of option agreements thereunder
10.2#*	2018 Stock Plan, as amended, and form of option agreements thereunder
10.3#*	2022 Incentive Award Plan
10.4#*	Non-Employee Director Compensation Program
10.5#*	Form of Indemnification Agreement for Directors and Officers
10.6#X*	Credit Agreement, dated as of June 4, 2021, among Justworks, Inc., as borrower, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended
10.7X*	Lease, dated as of June 5, 2019, between New Water Corp. and Justworks, Inc., as amended
10.8#+*	Offer Letter, dated August 24, 2019, by and between Justworks, Inc. and Michael Seckler
10.9#*	Executive Severance Policy Participation Notice, dated November 8, 2020, by and between Justworks Inc. and Michael Seckler
10.10#†+*	Offer Letter, dated February 8, 2021, by and between Justworks, Inc. and Aida Sukys
10.11#*	2022 Employee Stock Purchase Plan
10.12#*	Form Stock Option Agreement under the 2022 Incentive Award Plan
10.13#*	Form Restricted Stock Unit Agreement under the 2022 Incentive Award Plan
10.14#	Isaac Oates Stock Option Agreement under the 2022 Incentive Award Plan
10.15#	Executive Severance Policy
10.16#	Form Director Restricted Stock Unit Agreement under the 2022 Incentive Award Plan
21.1*	Subsidiaries of the Registrant
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)

_______________

*Previously filed.

#    Indicates management contract or compensatory plan.

†Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

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+    Certain portions of this exhibit (indicated by “####”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).

X     Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

(b)Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

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ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant under the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 10, 2022.

JUSTWORKS, INC.
By:	/s/ Isaac Oates
	Isaac Oates
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Isaac Oates	Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer)	January 10, 2022
Isaac Oates
/s/ Aida Sukys	Chief Financial Officer (Principal Financial and Accounting Officer)	January 10, 2022
Aida Sukys
*	Director	January 10, 2022
Charles Berg
*	Director	January 10, 2022
Jared Weinstein
*	Director	January 10, 2022
Karen Magee
*	Director	January 10, 2022
Kristina Leslie
*	Director	January 10, 2022
Matthew Harris

*By:	/s/ Isaac Oates
	Isaac Oates
	Attorney-in-Fact

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EX-10.14

Exhibit 10.14

JUSTWORKS, INC.

2022 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of Justworks, Inc. (the “Company”). The Company hereby grants to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:	Isaac Oates
Grant Date:	January _____, 2022
Exercise Price per Share:
Shares Subject to the Option:	1,600,000
Final Expiration Date:	January _____, 2032
Vesting Schedule:	The Option will be eligible to vest based on both (a) the achievement of pre-determined stock price goals (the “Performance Condition”) and (b) Participant’s continued employment with the Company as Chief Executive Officer (the “Service Condition”). No portion of the Option will vest (in whole or in part) if only one (or if neither) of such requirements is satisfied. The Option shall consist of ten equivalent tranches (each consisting of 160,000 Shares covered by the Option and herein referred to as a “Tranche”), each of which shall have a Performance Condition and Service Condition as specified in the table below. Upon the satisfaction of both the Performance Condition and Service Condition of any Tranche, such Tranche shall become vested (the date of satisfaction of both such conditions, the “Vesting Date” of such Tranche). Performance Condition: The Performance Condition for each Tranche of the Option will be satisfied upon the date of achievement by the Company of a Common Stock Price that equals or exceeds such Tranche’s specified multiple of the IPO Price (each, a “Stock Price Threshold”), as set forth in the table below, prior to the fifth anniversary of the Grant Date. The parties acknowledge and agree that the Stock Price Thresholds shall be subject to adjustment pursuant to Article VIII of the Plan (including, without limitation, adjustments to take into account any stock split, stock dividend or similar event).

Notwithstanding the foregoing, unless otherwise determined by the Administrator, no portion of the Option shall be eligible to vest at any time following the fifth anniversary of the Grant Date and any unvested portion of the Option as of immediately after such anniversary shall be automatically forfeited for no consideration. “Common Stock Price” means with respect to any date, the volume weighted average price of a share of Common Stock on the primary exchange on which it is listed during the 60 consecutive trading days ending on (and including) such date; provided that, on the date of a Change in Control, the Common Stock Price shall equal the fair market value of a share of Common Stock, taking into account the terms and conditions of such Sale Transaction, as determined by the Administrator in accordance with Article III of the Plan. “IPO Price” means the greater of (a) the offering price of a share of Common Stock in connection with the IPO (which, for the avoidance of doubt, will be subject to adjustment pursuant to Sections 8.1 and 8.2 of the Plan) and (b) the Common Stock Price with respect to the 60th trading day after the Grant Date (i.e. calculated based on the 60 consecutive trading days commencing on (and including) the first trading day of the Common Stock). Service Condition: The Service Condition for each Tranche of the Option will be satisfied upon Participant’s continued employment as Chief Executive Officer of the Company for the specified number of months following the Grant Date, as set forth in the table below.
Tranche	Required Service Period to Satisfy the Service Condition (# of Months Following This Offering)	Stock Price Multiple of IPO Price to Satisfy Performance Condition (i.e., Stock Price Thresholds)
Tranche 1	12	1.2x
Tranche 2	12	1.3x
Tranche 3	18	1.5x
Tranche 4	24	1.7x
Tranche 5	30	2.0x
Tranche 6	36	2.3x
Tranche 7	42	2.6x
Tranche 8	48	3.0x
Tranche 9	54	3.5x
Tranche 10	60	4.0x

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Holding Period	Without limiting Section 9.1 of the Plan, Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, any Shares received upon exercise of any Tranche prior to the first anniversary of the Vesting Date of such Tranche (the “Holding Requirement”); provided that (a) the foregoing shall not apply to any Shares sold in connection with the payment of withholding taxes as provided in Section 3.4(c) of the Agreement or the payment of the Exercise Price as provided in Section 4.4(c) of the Agreement and (b) in the event of Participant’s Termination of Service as Chief Executive Officer of the Company by the Company without Cause, by Participant for Good Reason (as defined in the Company’s Executive Severance Policy) or due to Participant’s death or Disability, the Holding Requirement will no longer apply on or following such Termination of Service. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
Termination of Service	Except as set forth in the “Change in Control” section below, in the event of Participant’s Termination of Service as Chief Executive Officer of the Company for any reason, any unvested portion of the Option will be forfeited. For the avoidance of doubt, to the extent Participant no longer serves as Chief Executive Officer of the Company, it shall constitute a Termination of Service for purposes of the Option, regardless of whether or not he continues to serve in any other capacity as a Service Provider on behalf of the Company or any of its Subsidiaries, unless otherwise agreed to by the Administrator. Notwithstanding anything to the contrary in the Agreement, in the event of Participant’s Termination of Service as Chief Executive Officer of the Company by the Company without Cause or by Participant for Good Reason, the exercise period of the Option will be extended until the earliest of (i) the Final Expiration Date, (ii) the expiration of two years from the Cessation Date (as defined in the Agreement), and (iii) the date that the Participant materially breaches any Restrictive Covenant Agreement (as defined in the Agreement).
Change in Control	In the event of a Change in Control, the Performance Condition of any unvested portion of the Option will be deemed satisfied based on the Common Stock Price received by or payable with respect to each share of Common Stock in connection with such Change in Control, provided that, to the extent the Common Stock Price that falls between two Stock Price Thresholds, a portion of the Tranche with respect higher Stock Price Threshold, prorated based on the percentage achievement of the increase between such two Stock Price Thresholds, will be deemed to have satisfied the Performance Condition immediately prior to such Change in Control, and any portion of the Option for which the Performance Condition has not satisfied as of the Change in Control will be forfeited. For the avoidance of doubt, following any such Change in Control, the Service Condition will continue to apply and each remaining unvested Tranche will not vest until its Service Condition is satisfied, provided that, in the event of Participant’s Termination of Service as Chief Executive Officer of the Company by the Company without Cause or by Participant for Good Reason at any time following a Change in Control, the Service Condition shall be deemed satisfied in respect of all remaining Tranches as of the date of such Termination of Service.

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Claw-Back

The Option shall be subject to Section 5.21 of the Agreement, provided that, notwithstanding anything to the contrary in Section 5.21, any Company claw-back policy (including any retroactive remedies reducing the Option or any proceeds, gains or other economic benefit the Participant actually or constructively receives upon exercise of the Option or the receipt or resale of any Shares underlying the Option shall be structured in a manner necessary or appropriate to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder), as determined in good faith by the Board.

Type of Option

☐ Incentive Stock Option ☒ Non-Qualified Stock Option

By Participant’s signature below or electronic acceptance or authentication in a form authorized by the Company, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or relating to the Option.

JUSTWORKS, INC.		PARTICIPANT
By:		By:
Print Name:	Aida Sukys	Print Name:	Isaac Oates
Title:	Chief Financial Officer

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EXHIBIT A

STOCK OPTION AGREEMENT

ARTICLE I.

GENERAL

Section 1.1Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

Section 1.2Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. For purposes of this Agreement:

(a)    “Cessation Date” shall mean the date of Participant’s Termination of Service (regardless of the reason for such termination).

(b)    “Participating Company” shall mean the Company or any of its parents or Subsidiaries.

ARTICLE II.

GRANT OF OPTION

Section 2.1Grant of Option. In consideration of Participant’s past and/or continued employment with or service to a Participating Company and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to the Participant the Option to purchase any part or all of an aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustment as provided in Article VIII of the Plan.

Section 2.2Exercise Price. The exercise price per Share of the Shares subject to the Option (the “Exercise Price”) shall be as set forth in the Grant Notice.

Section 2.3Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to any Participating Company.

ARTICLE III.

PERIOD OF EXERCISABILITY

Section 3.1Commencement of Exercisability.

(a)    Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to Sections 3.2, 3.3, 5.9 and 5.14 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)    Unless otherwise determined by the Administrator or as set forth in a written agreement between Participant and the Company, any portion of the Option that has not become vested and exercisable on or prior to the Cessation Date (including, without limitation, pursuant to any

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employment or similar agreement by and between Participant and the Company) shall be forfeited on the Cessation Date and shall not thereafter become vested or exercisable.

Section 3.2Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment that becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. Once the Option becomes unexercisable, it shall be forfeited immediately.

Section 3.3Expiration of Option. Except as otherwise set forth in the Grant Notice, the Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)    The expiration date set forth in the Grant Notice; provided that such expiration date shall not be later than the tenth (10th) anniversary of the Grant Date;

(b)    Except as the Administrator may otherwise approve, the expiration of three (3) months from the Cessation Date by reason of Participant’s Termination of Service for any reason other than due to death, Disability or by a Participating Company for Cause;

(c)    Except as the Administrator may otherwise approve, immediately upon the earlier of (i) the Cessation Date by reason of Participant’s Termination of Service by a Participating Company for Cause and (ii) the date that the Participant materially breaches any Restrictive Covenant Agreement (as defined below);

(d)    The expiration of twelve (12) months from the Cessation Date by reason of Participant’s Termination of Service due to Disability; and

(e)    The expiration of twelve (12) months from the Cessation Date by reason of Participant’s Termination of Service due to death.

Section 3.4Tax Withholding. Notwithstanding any other provision of this Agreement:

(a)    The Participating Companies have the authority to deduct or withhold, or require Participant to remit to the applicable Participating Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Participating Companies may withhold or Participant may make such payment in one or more of the forms specified below:

(i)    by cash or check made payable to the Participating Company with respect to which the withholding obligation arises;

(ii)    by the deduction of such amount from other compensation payable to Participant;

(iii)    with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Participating Companies withhold a net number of vested Shares otherwise issuable upon the exercise of the Option having a then current fair market value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies

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based on the applicable statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;

(iv)    with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current fair market value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies based on the applicable statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;

(v)    with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Participating Company with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Participating Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(vi)    in any combination of the foregoing.

(b)    With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.4(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the exercise of the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option.

(c)    In the event any tax withholding obligation arising in connection with the Option will be satisfied under Section 3.4(a)(v), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Participating Company with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 3.4(c), including the transactions described in the previous sentence, as applicable.

(d)    Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action any Participating Company takes with respect to any tax

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withholding obligations that arise in connection with the Option. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Participating Companies do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability. The Company may refuse to issue any Shares to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 3.4(c) if such delay will result in a violation of Section 409A.

ARTICLE IV.

EXERCISE OF OPTION

Section 4.1Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any Person empowered to do so under the deceased Participant’s will or under the then Applicable Laws of descent and distribution.

Section 4.2Partial Exercise. Subject to Section 5.2, any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

Section 4.3Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.

(a)    An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b)    The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 that is acceptable to the Administrator;

(c)    The payment of any applicable withholding tax in accordance with Section 3.4;

(d)    Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and

(e)    In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than Participant, appropriate proof of the right of such Person or Persons to exercise the Option.

Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

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Section 4.4Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Participant:

(a)    Cash or check;

(b)    With the consent of the Administrator, surrender of vested Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a fair market value on the date of delivery equal to the aggregate Exercise Price of the Option or exercised portion thereof;

(c)    Through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Exercise Price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(d)    Any other form of legal consideration acceptable to the Administrator.

Section 4.5Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, (d) the receipt by the Company of full payment for such Shares, which may be in one or more of the forms of consideration permitted under Section 4.4, and (e) the receipt of full payment of any applicable withholding tax in accordance with Section 3.4 by the Participating Company with respect to which the applicable withholding obligation arises.

Section 4.6Rights as Stockholder. Neither Participant nor any Person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan. Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares

Section 4.7Restrictive Covenants. The Participant hereby acknowledges and agrees that any restrictive covenants or similar written agreements (the “Restrictive Covenant Agreements”) between such Participant and the Company or any other Participating Company are incorporated herein by reference, and that such agreements, as applicable, remain in full force and effect.

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ARTICLE V.

OTHER PROVISIONS

Section 5.1Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret and amend any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested Persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.

Section 5.2Whole Shares. The Option may only be exercised for whole Shares.

Section 5.3Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. Notwithstanding the foregoing, with the consent of the Administrator, if the Option is a Non-Qualified Stock Option, it may be transferred to Permitted Transferees pursuant to any conditions and procedures the Administrator may require.

Section 5.4Adjustments. The Administrator may accelerate the vesting of all or a portion of the Option in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Sections 8.1 and 8.2 of the Plan.

Section 5.5Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last email or physical address reflected on the Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email (to Participant only) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

Section 5.6Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.7Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 5.8Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable

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Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Law.

Section 5.9Amendment, Suspension and Termination. To the extent permitted by the Plan (including Section 9.6 of the Plan), this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.

Section 5.10Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 5.3 and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Section 5.11Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

Section 5.12Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of any Participating Company or shall interfere with or restrict in any way the rights of any Participating Company, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent (a) expressly provided otherwise in a written agreement between a Participating Company and Participant or (b) where such provisions are not consistent with applicable foreign or local laws, in which case such applicable foreign or local laws shall control.

Section 5.13Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

Section 5.14Section 409A. This Option is intended to be exempt from Section 409A of the Code, such that no adverse tax consequences, interests, or penalties under Section 409A apply, and shall be interpreted consistent with such intent. However, notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without the Participant’s consent, amend this Agreement, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of the Option. The Company makes no representations or warranties as to the Option’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 5.14 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to the Option and will

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have no liability to the Participant or any other person if the Option is determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

Section 5.15Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

Section 5.16Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the right to receive Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

Section 5.17Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.

Section 5.18Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Participating Company with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Participating Company’s withholding obligation.

Section 5.19Incentive Stock Options. Participant acknowledges that to the extent the aggregate Fair Market Value of Shares (determined as of the time the option with respect to the Shares is granted) with respect to which Incentive Stock Options, which may include this Option (if applicable), are exercisable for the first time by Participant during any calendar year exceeds $100,000 or if for any other reason such Incentive Stock Options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such Incentive Stock Options shall be treated as Non-Qualified Stock Options. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after Participant’s

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Termination of Service, other than by reason of death or disability, will be taxed as a Non-Qualified Stock Option.

Section 5.20Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

Section 5.21Claw-back Provisions. Except as otherwise set forth in the Grant Notice, the Option (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon exercise of the Option or the receipt or resale of any Shares underlying the Option) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

* * * * *

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EX-10.15

Exhibit 10.15

Justworks, Inc.

Executive Severance Policy

Term

This Executive Severance Policy (the “Policy”) was adopted on September 15, 2020 and amended and restated on December 14, 2021, to be effective as of immediately prior to an initial public offering or direct listing of the Company’s equity securities (“IPO”) until amended or terminated by the Board of Directors of Justworks, Inc. (the “Board”) in accordance with the terms hereof. To the extent an IPO does not occur on or prior to June 30, 2022, the amendment and restatement on December 14, 2021 shall not be effective and the Policy, as in effect immediately prior to such amendment and restatement, shall continue in full force and effect.

Certain capitalized terms are defined in the “Definitions” section below.

Eligibility

Employees of the Company who have the title of Vice President and above who have received a Participation Notice from the Company in substantially the same form as Exhibit A attached hereto and have executed and returned such Participant Notice to the Company (each, a “Participant”).

Notice Period

The Company intends to provide a Participant with one month’s advance notice of a Termination Without Cause. Alternatively, the Company may choose to effect a Termination Without Cause by providing less than one month’s notice, in which case the Company will pay the Participant the base salary that the Participant would have earned during the foregone notice period.

In the event of a Participant’s resignation, the Company requests that the Participant provide the Company with one month’s advance notice.

Conditions to Receive Severance Benefits

As a condition to receipt of any severance benefits pursuant this Policy, a Participant must:

•Sign (and not revoke) a general release of all claims in a form provided by the Company by the deadline specified by the Company which will in no event be later than fifty days after a Participant’s employment terminates,

•Continue to comply with the provisions of any Employee Proprietary Information, Inventions and Non-Competition Agreement between the Participant and the Company and any similar agreement containing restrictive covenants in favor of the Company between the Participant and the Company (each, as applicable, a “PIIA”), and

•If requested by the Board, immediately resign as a member of the Board and as a member of the board of directors of any subsidiaries of the Company and, if requested by the Administrator, immediately resign as an officer or other similar position at the Company or any of subsidiaries of the Company.

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For avoidance of doubt, no severance benefits will be paid unless the release referred to above becomes effective. In the event a Participant breaches his or her PIIA, the Company’s obligation to provide severance benefits will end and no further severance benefits will be paid or provided.

Severance Benefits

If a Participant is subject to an Involuntary Termination and the Participant satisfies the conditions to receive severance benefits described above, the Participant shall receive the following severance benefits:

•Severance Payments: Cash severance payments with an aggregate value equal to 50% of the sum of (a) Participant’s annual base salary and (b) target annual cash bonus, at the rate in effect at the time of the Involuntary Termination, payable in six (6) equal monthly installments on the first payroll date of each month.

•Pro-Rated Bonus: A pro rata portion of the Participant’s target bonus for the fiscal year in which the Involuntary Termination occurs based on number of days worked in such fiscal year (including the notice period), payable in a lump sum.

•Stipend: A $10,000 benefits stipend, payable in a lump sum.

•Health Benefits (US only): Reimbursement of the Participant’s COBRA premiums (to the extent the Participant is eligible for and timely elects continued health insurance coverage under COBRA) for a period of 6 months following the month in which the Involuntary Termination occurs.

•Extended Post-Termination Exercise Period: The post-termination exercise period applicable to the Participant’s stock options (to the extent vested and outstanding as of the Participant’s termination date) will be extended so that the Participant shall be able to exercise such stock options until the earlier of (1) the date two years after the Participant’s termination date or (2) the expiration date of the option, subject to earlier termination pursuant to Section 8(b) of the Company’s 2018 Stock Plan, Section 9 of the Company’s 2012 Stock Incentive Plan or Article VIII of the Company’s 2022 Incentive Award Plan, as applicable (and any similar provisions of any successor equity plan thereto). Notwithstanding the foregoing, this benefit will not apply to any stock option outstanding on the effective date of this Policy that is intended to be an “incentive stock option” under the federal tax laws.

•Double Trigger: Unless the Company provides otherwise when an equity award is granted, if an Involuntary Termination occurs within three months prior to, or twenty-four months following, a Change in Control, 100% of the unvested portion of each outstanding equity award that the Participant holds as of the Involuntary Termination will vest and, if applicable, become exercisable.

All cash severance benefits will be paid or commence within sixty days after a Participant’s Involuntary Termination and once they commence, will include any unpaid amounts accrued from the date of the Participant’s Involuntary Termination. If such sixty day period spans calendar years, then payment will in any event be made or commence in the second calendar year.

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For avoidance of doubt, if a Participant is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of the Participant’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to the Double Trigger will remain outstanding for three months or through the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to the Double Trigger may be provided if a Change in Control occurs within three months after the Participant’s Involuntary Termination, provided that in no event will any of Participant’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of the Participant’s equity awards that remained outstanding following Participant’s Involuntary Termination will immediately and automatically be forfeited.

Tax Matters

•All payments and benefits pursuant to this Policy are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

•The Company intends that all payments and benefits provided pursuant to this Policy are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) so that none of the payments or benefits will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted in accordance with such intent.

•For purposes of Code Section 409A, each payment, installment or benefit payable under this Policy is hereby designated as a separate payment.

•If the Company determines that a Participant is a “specified employee” under Code Section 409A(a)(2)(B)(i) at the time of Participant’s Separation, then (i) any severance payments or benefits, to the extent that they are subject to Code Section 409A, will not be paid or otherwise provided until the first business day following (A) expiration of the six-month period measured from the Participant’s Separation or (B) the date of the Participant’s death and (ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence.

•In the event that any payment or benefit received or to be received by the Participant pursuant to this Policy or otherwise (collectively, the “Payments”) would subject the Participant to any excise tax pursuant to Section 4999 of the Code (the “Excise Tax”) due to the characterization of such Payments as an excess parachute payment under Section 280G of the Code, then, notwithstanding the other provisions of this Policy or otherwise, the amount of such Payments will not exceed the amount which produces the greatest after-tax benefit to the Participant. For purposes of this paragraph, if the Payments must be reduced, then such Payments shall be reduced in such manner (and in such order) as determined by the Company in good faith based on determinations of the 280G Advisor (as defined below), subject to compliance with Section 409A of the Code.

•Upon the occurrence of any event that would give rise to any Payments (an “Event”), the Company shall request a determination to be made in connection with the Event by a nationally recognized independent public accounting firm or other third party advisor with experience in performing calculations regarding the applicability of Section 280G of

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the Code and the Excise Tax selected by the Company (the “280G Advisor”) of the amount and type of such Payments which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the 280G Advisor may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the 280G Advisor such information and documents as the 280G Advisor may reasonably request in order to make its required determination. The Company shall bear all fees and expenses the 280G Advisor may reasonably charge in connection with its services contemplated by this paragraph. In the event that, following the payment of any Payment(s), it is determined that a greater reduction in the Payment(s) than initially determined by the 280G Advisor should have been made to implement the objectives and intent of this paragraph, the excess amount shall be returned immediately by the Participant to the Company (or the applicable payor).

•Any determination related to the Payments, the Excise Tax or any reduction in the Payments as described herein made by the Company in good faith based on the determinations of the 280G Advisor shall be final, binding and conclusive on the applicable Participant and all other persons or entities.

Other Considerations

•The Administrator shall have the exclusive discretion and authority to construe and interpret the Policy and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Policy, including, but not limited to, the eligibility to participate in the Policy and the amount of benefits paid under the Policy. The rules, interpretations, computations and other actions of the Administrator shall be binding and conclusive on all persons.

•Nothing contained in this Policy shall (a) confer upon any Participant any right to continue in the employ of the Company, (b) constitute any contract or agreement of employment, or (c) interfere in any way with the at-will nature of the Participant’s employment with the Company.

•This Policy is unfunded, and all benefits hereunder shall be paid only from the general assets of the Company.

•This Policy is intended to be a welfare benefit plan under ERISA. Certain information required by ERISA is included on Exhibit B.

•This Policy is governed by ERISA and, to the extent applicable, the laws of the State of New York.

•This Policy may be amended or terminated by the Board in its discretion; provided that, notwithstanding the foregoing, the Board may not amend the Policy in any manner that is adverse to any Participant, or terminate the Policy, at any time within the two-year period following a Change in Control.

Definitions

•“Administrator” means the Company’s Board of Directors or any committee thereof duly authorized by the Board to administer the Policy.

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•“Cause” means (i) a conviction of, a plea of nolo contendere or a guilty plea by a Participant (A) to an act of fraud, misappropriation or embezzlement, or (B) to a felony which is materially injurious to the Company; (ii) an act of gross negligence or willful misconduct which the Administrator reasonably determines to be materially injurious to the Company; (iii) a Participant’s material breach of any agreement between the Participant and the Company or failure to comply with the Company’s material policies or rules; (iv) a Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; or (v) a Participant’s continuing failure to perform assigned duties after receiving written notification of the failure from the Administrator.

•“Change in Control”shall mean the consummation of any transaction or series of related transactions (including the acquisition of the Company by another entity and any reorganization, merger, consolidation or share exchange, but excluding the sale of stock by the Company in a bona fide financing transaction) that results in the holders of record of the Company's capital stock immediately prior to the transaction or related transactions holding less than 50% of the voting power of the Company or acquiring company, as applicable, immediately after the transaction or related transactions, or which results in the sale of all or substantially all of the assets of the Company or in the exclusive license of all or substantially all of the intellectual property of the Company.

•“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

•“Company” means Justworks, Inc. and any of its subsidiaries.

•“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

•“Involuntary Termination” means a Termination Without Cause or a Resignation for Good Reason.

•“Resignation forGood Reason” means a Separation as a result of a Participant’s resignation from employment after one of the following conditions has come into existence without the Participant’s consent: (i) a material diminution by the Company in the nature or scope of the Participant’s responsibilities, duties or authority with the Company (at the time of the termination), provided that, following a Change in Control, a material diminution in the Participant’s responsibilities, duties or authority shall not exist if, following such Change in Control, the Participant has substantially the same responsibilities, duties and authority with respect to the subsidiary, division or business unit represented by the Company’s business as the Participant had prior to such Change in Control, (ii) the Company’s material failure to provide the Participant with the compensation and benefits in accordance with the terms and conditions of the Participant’s employment offer letter, or (iii) the Participant’s reassignment to a principal place of employment more than 50 miles away from the closer of the Company’s principal place of employment and the Participant’s residence. A Participant’s resignation will not be considered a Resignation for Good Reason unless the Participant gives the Company written notice of the condition constituting grounds for a Resignation for Good Reason within 90 days after the condition comes into existence, the Company fails to remedy the condition within 30 days after receiving the Participant’s written notice and the Participant’s resignation is effective within 30 days after expiration of the cure period.

5

•“Separation” means a “separation from service” as defined in the regulations under Code Section 409A.

•“Termination Without Cause” means a Separation as a result of the termination of a Participant’s employment by the Company without Cause and not as a result of the Participant’s death or disability.

6

EXHIBIT A

JUSTWORKS, INC.

EXECUTIVE SEVERANCE POLICY

PARTICIPATION NOTICE

To:

Date:

Justworks, Inc. (the “Company”) has adopted the Justworks, Inc. Executive Severance Policy (the “Policy”). The Company is providing you with this Participation Notice to inform you that you have been designated as a Participant in the Policy. A copy of the Policy is attached to this Participation Notice. The terms and conditions of your participation in the Policy are as set forth in the Policy and this Participation Notice, which together also constitutes a summary plan description of the Policy.

The Policy supersedes any and all severance or change in control benefits payable to you as set forth in any agreement, including offer letters, with the Company entered into prior to the date hereof.

[Notwithstanding the terms of the Policy:

Please return to the Company’s Chief Operating Officer or General Counsel a copy of this Participation Notice signed by you. In order to become effective, this Participation Notice must be returned within ten days following its transmission to you. Please retain a copy of this Participation Notice, along with the Policy document, for your records.

		JUSTWORKS, INC.
		By:
			Name:
			Its:
Acknowledged and Agreed:
By:
	Name:
	Title:

A-1

EXHIBIT B

Claims Procedures

Initial claims. A Participant who believes he or she is entitled to a payment under this Policy that has not been received may submit a written claim for benefits to the Administrator within 60 days after the Participant’s termination.

•Claims should be addressed and sent to: Justworks, Inc., c/o General Counsel, PO Box 7119, Church St. Station, New York, NY 10008. If the Participant's claim is denied, in whole or in part, the Participant will be furnished with written notice of the denial within 90 days after the Administrator's receipt of the Participant's written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, written notice of the extension will be furnished to the Participant before the termination of the initial 90-day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. Written or electronic notice of the denial of the Participant's claim will contain the following information in a manner to be understood by the Claimant:

o    the specific reason or reasons for the denial of the Participant’s claim

o    references to the Policy on which denial of the Participant’s claim was based

o    a description of any additional information or material required by the Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

o    a description of the Policy’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

•Appeal of Denied Claims. If the Participant's claim is denied and he or she wishes to submit a request for a review of the denied claim, the Participant or his or her authorized representative must follow the procedures described below:

o    Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than 60 days after the Participant has received written notification of the denial.

▪The Participant has the right to submit in writing to the Administrator any comments, documents, records or other information relating to his or her claim for benefits.

▪The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.

▪The review of the denied claim will take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.

•Administrator’s Response to Appeal. The Administrator will conduct a full and fair review of the claim and the initial adverse benefit determination. The Administrator will provide the Participant with written notice of its decision within 60 days after the Administrator's receipt of the Participant's written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Administrator will notify the Participant in writing within the 60-day period and the final decision will be made no later than 120 days after the Administrator's receipt of the Participant's written claim for review. The Administrator's decision on the Participant's claim for review will be communicated to the Participant in writing or electronically and will clearly state:

o    the specific reason or reasons for the denial of the Participant's claim;

o    reference to the specific Policy provisions on which the denial of the Participant's claim is based;

o    a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Policy and all documents, records, and other information relevant to his or her claim for benefits; and

o    a statement describing the Participant's right to bring an action under Section 502(a) of ERISA.

•Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Policy. As to such claims and disputes:

o    no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Policy under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and

o    in any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

EX-10.16

Exhibit 10.16

JUSTWORKS, INC.

2022 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of Justworks, Inc. (the “Company”).

The Company hereby grants to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Each RSU is hereby granted in tandem with a corresponding dividend equivalent to the extent a portion of such RSU is vested, as further described in Article II of the Agreement (the “Dividend Equivalents”).

Participant:	[Insert Participant Name]
Grant Date:	[Insert Grant Date]
Number of RSUs:	[Insert Number of RSUs]
Vesting Commencement Date:	[Insert Vesting Commencement Date]
Vesting Schedule:	[To be specified in individual agreements]

By Participant’s signature below or electronic acceptance or authentication in a form authorized by the Company, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement.

Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice and the Agreement.

JUSTWORKS, INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:

Exhibit A

TO RESTRICTED STOCK UNIT GRANT NOTICE

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice.

ARTICLE I

GENERAL

Section 1.1Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. For purposes of this Agreement,

(a)“Cessation Date” shall mean the date of Participant’s Termination of Service (regardless of the reason for such termination).

(b)“Participating Company” shall mean the Company or any of its parents or Subsidiaries.

Section 1.2Incorporation of Terms of Plan. The RSUs and the shares of Common Stock issued to Participant hereunder (“Shares”) are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

AWARD OF RESTRICTED STOCK UNITS

Section 2.1Award of RSUs and Dividend Equivalents.

(a)In consideration of Participant’s past and/or continued employment with or service to a Participating Company and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the number of RSUs set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustment as provided in Article VIII of the Plan. Each RSU represents the right to receive one Share at the times and subject to the conditions set forth herein. However, unless and until the RSUs have vested, Participant will have no right to the payment of any Shares subject thereto. Prior to the actual delivery of any Shares, the RSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company.

(b)The Company hereby grants to Participant an Award of Dividend Equivalents with respect to each RSU granted pursuant to the Grant Notice for all ordinary cash dividends that are paid to all or substantially all holders of the outstanding Shares between the Grant Date and the date when the applicable RSU is distributed or paid to Participant or is forfeited or expires. The Dividend Equivalents for each RSU shall be equal to the amount of cash that is paid as a dividend on one Share. All such Dividend Equivalents shall be credited to Participant and be deemed to be reinvested in additional RSUs as of the date of payment of any such dividend based on the Fair Market Value of a Share on such date. Each additional RSU that results from such deemed reinvestment of Dividend Equivalents granted hereunder shall be subject to the same vesting, distribution or payment, adjustment and other provisions that apply to the underlying RSU to which such additional RSU relates.

Section 2.2Vesting of RSUs and Dividend Equivalents.

(a)Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to the terms of this Agreement, the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests.

(b)In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that are not so vested shall lapse and expire.

Section 2.3

    (a)    Distribution or Payment of RSUs. Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) within 60 days following the vesting of the applicable RSU pursuant to Section 2.2, and, in any event, no later than March 15th of the calendar year following the year in which such vesting occurred. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A.

    (b)    All distributions shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.

Section 2.4Conditions to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, and (d) the receipt of full payment of any applicable withholding tax in accordance with Section 2.5 by the Participating Company with respect to which the applicable withholding obligation arises.

Section 2.5Tax Withholding. Notwithstanding any other provision of this Agreement:

(a)The Participating Companies have the authority to deduct or withhold, or require Participant to remit to the applicable Participating Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement.

(b)Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action any Participating Company takes with respect to any tax withholding obligations that arise in connection with the RSUs. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the RSUs or the subsequent sale of Shares. The Participating Companies do not commit and are under no obligation to structure the RSUs to reduce or eliminate

Participant’s tax liability. The Company may refuse to issue any shares of Stock in settlement of the RSUs to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 2.5(b) if such delay will result in a violation of Section 409A of the Code.

Section 2.6Rights as Stockholder. Neither Participant nor any Person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.

Section 2.7[Restrictive Covenants; Forfeiture. The Participant hereby acknowledges and agrees that any restrictive covenants or similar written agreements (the “Restrictive Covenant Agreements”) between such Participant and the Company or any other Participating Company are incorporated herein by reference, and that such agreements, as applicable, remain in full force and effect. In the event the Participant materially breaches the Restrictive Covenant Agreements or any other written covenants between such Participant and any Participating Company, the Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire.]

ARTICLE III.

OTHER PROVISIONS

Section 3.1Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested Persons. To the extent allowable pursuant to Applicable Law (and without limiting Section 10.7 of the Plan), no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.

Section 3.2RSUs Not Transferable. The RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. No RSUs or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

Section 3.3Adjustments. The Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Article VIII of the Plan.

Section 3.4Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last email or physical address reflected on the Company’s records. By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given to that party.

Any notice shall be deemed duly given when sent via email (to Participant only) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

Section 3.5Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 3.6Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 3.7Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Law.

Section 3.8Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Participant.

Section 3.9Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 3.2 and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Section 3.10Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the RSUs (including RSUs that result from the deemed reinvestment of Dividend Equivalents), the Dividend Equivalents, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

Section 3.11Not a Contract of Employment or Engagement. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of any Participating Company or shall interfere with or restrict in any way the rights of any Participating Company, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent (a) expressly provided otherwise in a written agreement between a Participating Company and Participant or (b) where such provisions are not consistent with applicable foreign or local laws, in which case such applicable foreign or local laws shall control.

Section 3.12Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

Section 3.13Section 409A. This Award is intended to be exempt from, or comply with, Section 409A, such that no adverse tax consequences, interest or penalties under Section 409A apply, and it shall be interpreted consistent with such intent. However, notwithstanding anything in the Plan, the Grant Notice or this Agreement to the contrary, the Administrator may, without a Participant’s consent,

amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies and procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretive authority that may be issued after an Award’s grant date. The Company makes no representations or warranties to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 3.13 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

Section 3.14Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

Section 3.15Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents.

Section 3.16Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.

Section 3.17Claw-back Provisions. The RSUs (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon distribution of the RSUs or the receipt or resale of any Shares underlying the RSUs) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

* * * * *