CONTROL ACCELERATION PLAN
Zendesk, Inc. (the "Company") sets forth herein the terms of its Change in Control
Acceleration Plan (the "Plan") as follows as of May 12, 2015 (the "Effective Date"):
SECTION 1. PURPOSE
The Board of Directors of the Company (the "Board") believes that it is in the best interests of the Company to encourage
the continued dedication to the Company of certain of the Companys and its Subsidiaries officers and employees in the face of potentially distracting circumstances arising from the possibility or occurrence of a change in control of the
Company, and the Board has established the Plan for this purpose. The purpose of the Plan is to provide acceleration benefits in the event certain employees incur a Qualified Termination during the Change in Control Period. The adoption of this Plan
in no event guarantees any employee acceleration benefits in the event she/he is terminated by the Company or the Employer prior to a Change in Control.
SECTION 2. DEFINITIONS
"Board" means the Board of Directors of the Company.
(b) "Cause" with respect to an Eligible Employee
means a termination of employment based on a finding by the Employer, acting in good faith based upon the information then known to the Employer, of one of the following:
(i) Eligible Employees gross neglect of, or willful failure or refusal to timely perform, not caused by Eligible Employees
physical or mental disability and not solely based on Eligible Employees failure to accomplish any particular budgeted goal, the material duties of Eligible Employees employment following written notice and a reasonable opportunity (not
to exceed 30 days) to cure, if such neglect, failure or refusal is capable of being cured;
(ii) Eligible Employees material breach
of the terms of any offer letter or employment agreement between the Eligible Employee and his or her Employer, or any other agreement (including the confidentiality agreement and/or proprietary information agreement entered into in connection with
Eligible Employees employment) by and between the Eligible Employee and the Employer which causes demonstrable injury to the Employer provided that Eligible Employee has received written notice of the breach and a reasonable opportunity (not
to exceed 30 days) to cure, if such breach is capable of being cured; or
(iii) Eligible Employees commission of, or plea of guilty
or nolo contender to, a crime involving moral turpitude, dishonesty, fraud or unethical business conduct, or any felony.
for Cause shall be deemed to occur on the date on which the Employer first delivers written notice to the Eligible Employee of a finding of termination for Cause.
(c) "Change in Control" means a Sale Event as defined in the Option Plan.
(d) "Change in Control Period" means the period commencing upon the consummation of a Change in Control and ending 12 months
after such Change in Control.
(e) "Code" means Internal Revenue Code of 1986, as amended.
(f) "Company" means Zendesk, Inc., a Delaware corporation, or, from and after a Change in Control, the successor to the
Company in such Change in Control.
(g) "Compensation Committee" means the Compensation Committee of the Board.
(h) "Date of Termination" means, with respect to an Eligible Employee, the effective date of termination of the Eligible
Employees employment with the Employer.
(i) "Eligible Employee" means an employee of the Employer with a title of
Vice President or higher that enters into an effective Participation Agreement with the Company as attached hereto as Exhibit A.
(j) "Employer" means Zendesk, Inc. or another subsidiary that employs one or more Eligible Employees, or, from and after the
Change in Control, any other subsidiaries of the successor to the Company that employ the Eligible Employees.