8-K - DOCU - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2021

Commission File Number: 001-38465

______________________________________

DOCUSIGN, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware			91-2183967
(State or Other Jurisdiction of Incorporation)			(I.R.S. Employer Identification Number)
221 Main St.	Suite 1550	San Francisco	California	94105
(Address of Principal Executive Offices)				(Zip Code)

(415) 489-4940

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DOCU	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On March 11, 2021, DocuSign, Inc. (the "Company") reported financial results for the three months and the fiscal year ended January 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The press release is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On March 10, 2021, the Compensation and Leadership Development Committee of the Company's Board of Directors approved the terms, conditions and form of (i) Executive Severance and Change in Control Agreement and (ii) Amended and Restated Executive Severance and Change in Control Agreement (collectively, the “Executive Retention Agreements”), to be entered into with executive officers of the Company, including Daniel D. Springer, the Company’s President, Chief Executive Officer and principal executive officer; Cynthia Gaylor, the Company’s Chief Financial Officer and principal financial officer; and the following named executive officers: Scott V. Olrich, the Company’s Chief Operating Officer; Loren Alhadeff, the Company’s Chief Revenue Officer; and Trâm Phi, the Company’s Senior Vice President and General Counsel (such officers, collectively, the “Executives”). On March 11, 2021, the Company entered into the Executive Retention Agreement with Ms. Phi and expects to enter into Executive Retention Agreements with the other executive officers, including Mr. Springer, Ms. Gaylor, Mr. Olrich and Mr. Alhadeff.

The Executive Retention Agreements are not employment contracts and do not specify an employment term, compensation level or other terms and conditions of employment. The Executive Retention Agreements provide for certain severance benefits to an Executive in the event that his or her employment is terminated under specified circumstances as set forth in the Executive Retention Agreements. The Executive Retention Agreements are effective as of the date executed and in the case of Ms. Alhadeff, Ms. Gaylor, and Ms. Phi, will amend and restate each Executive’s existing Executive Severance and Change in Control Agreement.

If an Executive experiences a Qualifying Termination (as defined in the Executive Retention Agreement) outside a specified period, generally three months prior to and ending 12 months after a change in control (the “Change in Control Period”) and subject to certain conditions, including the Executive delivering a release of all employment related obligations of and claims and causes of action against the Company, the Company shall provide the Executive with the following severance benefits:

•Severance pay, in the form of a lump sum cash payment, less all applicable withholdings and deductions, an amount equal to six months of the Executive’s then-current base salary (12 months in the case of Mr. Springer) and 50% of the Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs (100% of target bonus in the case of Mr. Springer).

•Continued employee benefits where the Company shall pay the Executive’s COBRA premiums for continuation of all health coverage for up to six months (12 months in the case of Mr. Springer).

•For the Executive’s then-outstanding equity compensation awards granted under the Company’s equity incentive plans (other than performance-based equity awards), six months’ vesting acceleration, effective as of the Executive’s termination date (12 months in the case of Mr. Springer).

•For the Executive’s then-outstanding equity compensation awards that otherwise only vest upon satisfaction of performance criteria, the vesting of such awards shall accelerate to the extent provided in the agreement(s) governing such award(s).

If an Executive experiences a Qualifying Termination (as defined in the Executive Retention Agreement) during the Change in Control Period and subject to certain conditions, including the Executive delivering a release of all employment related obligations of and claims and causes of action against the Company, the Company shall provide the Executive with the following severance benefits:

•Severance pay, in the form of a lump sum cash payment, less all applicable withholdings and deductions, an amount equal to 12 months of the Executive’s then-current base salary and none of the Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs.

•Continued employee benefits where the Company shall pay the Executive’s COBRA premiums for continuation of all health coverage for up to 12 months.

•For the Executive’s then-outstanding equity compensation awards granted under the Company’s equity incentive plans (other than performance equity awards), full vesting acceleration, effective as of the Executive’s termination date.

•For the Executive’s then-outstanding equity compensation awards that otherwise only vest upon satisfaction of performance criteria, the vesting of such awards shall accelerate as set forth in the terms of the agreement(s) governing such award(s).

If there is a Change in Control without a Qualifying Termination, the vesting of each Executive’s equity awards (other than performance-based equity awards), shall accelerate as to 25% of any then-unvested shares subject to each such award as of immediately prior to the Change in Control (as defined in the Executive Retention Agreement). The foregoing acceleration shall not apply to any equity awards granted after the date the Executive entered into the Executive Retention Agreement. In the case of any performance-based equity awards, the achievement of any performance criteria upon a Change in Control shall be determined according to the applicable award agreement prior to the effect of this acceleration.

The Executive Retention Agreements are attached hereto as Exhibits 99.2 through 99.9 and are incorporated herein by reference. The foregoing summary is qualified entirely by reference to the full text of the Executive Retention Agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated March 1 1 , 20 2 1
99.2	Form of Amended and Restated Executive Severance and Change in Control Agreementexhibit992alhadeff.htmby and b etween the Company and Loren Alhadeff
99.3	Executive Severance and Change in Control Agreement, dated as of March 11 , 2021, by and b etween the Company and Joan Burke
99.4	Form of Executive Severance and Change in Control Agreementexhibit994casey.htmby and b etween the Company and Tom Casey
99.5	Form of Amended and Restated Executive Severance and Change in Control Agreement by and b etween the Company and Cynthia Gaylor
99.6	Form of Executive Severance and Change in Control Agreementexhibit996olrich.htmby and b etween the Company and Scott Olrich
99.7	Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 11 , 2021, by and b etween the Company and Trâm Phi
99.8	Form of Executive Severance and Change in Control Agreementexhibit998springer.htmby and b etween the Company and Dan Springer
99.9	Form of Amended and Restated Executive Severance and Change in Control Agreement by and b etween the Company and Lambert Walsh
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 11, 2021

DOCUSIGN, INC.
By:	/s/ Cynthia Gaylor
	Cynthia Gaylor
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

Document

DOCUSIGN, INC.

Exhibit 99.1

DocuSign Announces Fourth Quarter and Fiscal Year 2021 Financial Results

San Francisco – March 11, 2021 – DocuSign, Inc. (NASDAQ: DOCU), which offers the world’s #1 eSignature solution as part of the DocuSign Agreement Cloud, today announced results for its fourth quarter and fiscal year ended January 31, 2021.

“Fiscal 2021 was a milestone year for DocuSign. We became a pillar of the ‘anywhere economy’ that lets people increasingly do anything in life and work from anywhere," said Dan Springer, CEO of DocuSign. "In the process, we grew our business nearly 50%, reached almost $1.5 billion in revenues, and achieved a record net retention rate of 123%. We believe this performance represents an acceleration of the ongoing trend towards the digital transformation of agreements.”

Fourth Quarter Financial Highlights

▪Total revenue was $430.9 million, an increase of 57% year-over-year. Subscription revenue was $410.2 million, an increase of 59% year-over-year. Professional services and other revenue was $20.7 million, an increase of 23% year-over-year.

▪Billings were $534.9 million, an increase of 46% year-over-year.

▪GAAP gross margin was 76%, compared to 75% in the same period last year. Non-GAAP gross margin was 80% compared to 79% in the same period last year.

▪GAAP net loss per share was $0.38 on 189 million shares outstanding compared to $0.26 on 181 million shares outstanding in the same period last year.

▪Non-GAAP net income per diluted share was $0.37 on 209 million shares outstanding compared to $0.12 on 194 million shares outstanding in the same period last year.

▪Net cash provided by operating activities was $62.2 million compared to $45.5 million in the same period last year.

▪Free cash flow was $44.0 million compared to $15.5 million in the same period last year. Free cash flow includes a portion of the Q4'21 repayment of convertible senior notes of $75.2 million.

▪Cash, cash equivalents, restricted cash and investments were $866.5 million at the end of the quarter.

Fiscal 2021 Financial Highlights

▪Total revenue was $1.5 billion, an increase of 49% year-over-year. Subscription revenue was $1.4 billion, an increase of 50% year-over-year. Professional services and other revenue was $71.7 million, an increase of 29% year-over-year.

▪Billings were $1.7 billion, an increase of 56% year-over-year.

▪GAAP gross margin was 75% in both periods. Non-GAAP gross margin was 79% in both periods.

▪GAAP net loss per share was $1.31 on 186 million shares outstanding compared to $1.18 on 177 million shares outstanding in fiscal 2020.

▪Non-GAAP net income per diluted share was $0.90 on 204 million shares outstanding compared to $0.31 on 191 million shares outstanding in fiscal 2020.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures and Other Key Metrics.”

Operational and Other Financial Highlights

•Convertible Senior Notes: On January 15, 2021, the company issued $690 million of 0% convertible senior notes due in 2024. The company used a significant portion of the net proceeds, together with shares of DocuSign common stock, to repurchase a majority of its existing convertible senior notes due in 2023 and intends to use the remainder of the proceeds for working capital and other general corporate purposes.

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•Credit Facility: On January 11, 2021, the company closed a new $500 million, 5-year senior secured revolving credit facility, with an accordion feature allowing for an additional $250 million capacity. The facility will help to further optimize the company's financial position and provide it with greater balance sheet flexibility to deliver on its growth agenda.

Outlook

The company currently expects the following guidance:

▪Quarter ending April 30, 2021 (in millions, except percentages):

Total revenue	$432	to	$436
Subscription revenue	$415	to	$419
Billings	$457	to	$467
Non-GAAP gross margin	79%	to	81%
Non-GAAP operating margin	12%	to	14%
Non-GAAP diluted weighted-average shares outstanding	205	to	210

▪Fiscal year ending January 31, 2022 (in millions, except percentages):

Total revenue	$1,963	to	$1,973
Subscription revenue	$1,886	to	$1,896
Billings	$2,260	to	$2,280
Non-GAAP gross margin	79%	to	81%
Non-GAAP operating margin	13%	to	15%
Provision for income taxes	$8	to	$10
Non-GAAP diluted weighted-average shares outstanding	205	to	210

The company has not reconciled its expectations of non-GAAP financial measures to the corresponding GAAP measures because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

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Webcast Conference Call Information

The company will host a conference call on March 11, 2021 at 1:30 p.m. PT (4:30 p.m. ET) to discuss its financial results. A live webcast of the event will be available on the DocuSign Investor Relations website at investor.docusign.com. A live dial-in will be available domestically at 877-407-0784 or internationally at 201-689-8560. A replay will be available domestically at 844-512-2921 or internationally at 412-317-6671 until midnight (ET) March 25, 2021, using the passcode 13716345.

About DocuSign

DocuSign helps organizations connect and automate how they prepare, sign, act on, and manage agreements. As part of the DocuSign Agreement Cloud, DocuSign offers eSignature, the world’s #1 way to sign electronically on practically any device, from almost anywhere, at any time. Today, more than 890,000 customers and hundreds of millions of users in over 180 countries use DocuSign to accelerate the process of doing business and to simplify people’s lives.

For more information, visit www.docusign.com, call +1-877-720-2040, or follow @DocuSign on Twitter, LinkedIn, Facebook and Instagram.

Investor Relations:

Annie Leschin

VP Investor Relations

investors@docusign.com

Media Relations:

Adrian Wainwright

Head of Communications

media@docusign.com

Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, among other things, statements under “Outlook” above and any other statements about expected financial metrics, such as revenue, billings, non-GAAP gross margin, non-GAAP diluted weighted-average shares outstanding, and non-financial metrics, such as customer growth, as well as statements related to our expectations regarding the benefits of the DocuSign Agreement Cloud and enhancements to it, additions to the DocuSign Agreement Cloud software suite of products, including as a result of acquisitions, and the anticipated benefits of our issuances of convertible notes and the establishment of our credit facility. They also include statements about our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations. These statements are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

These risks and uncertainties include, among other things, risks related to our ability to estimate the size of our total addressable market; our expectations regarding the impact of the ongoing COVID-19 pandemic on our business, the results of our operations and our financial condition, as well as our future profitability and growth once the pandemic has abated; our expectations regarding the impact of the ongoing COVID-19 pandemic on the businesses of our customers, partners and suppliers, and the economy; our ability to effectively sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers and maintain and expand our existing customer base; our ability to scale and update our platform to respond to customers' needs and rapid technological change; the effects of increased competition in our market and our ability to compete effectively; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to strengthen and foster our relationship with developers; our ability to expand our direct sales force, customer success team and strategic partnerships around the world; our ability to identify targets for and execute potential acquisitions; our ability to successfully integrate the operations of businesses we may acquire, or to realize the anticipated benefits of such acquisitions; our ability to maintain, protect and enhance our brand; the sufficiency of our cash and cash equivalents to satisfy our liquidity needs; limitations on us due to obligations we have under our credit facility or other indebtedness; our failure or the failure of our software suite of services to comply with applicable industry

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standards, laws and regulations; our ability to maintain, protect and enhance our intellectual property; our ability to successfully defend litigation against us; our ability to attract large organizations as users; our ability to maintain our corporate culture; our ability to offer high-quality customer support; our ability to hire, retain and motivate qualified personnel; our ability to estimate the size and potential growth of our target market; our ability to maintain proper and effective internal controls. Additional risks and uncertainties that could affect our financial results are included in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our quarterly report on Form 10-Q for the quarter ended October 31, 2020 filed on December 4, 2020 with the Securities and Exchange Commission (the “SEC”), and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures and Other Key Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance using a management view, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income and non-GAAP net income per share: We define these non-GAAP financial measures as the respective GAAP measures, excluding expenses related to stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, acquisition-related expenses, loss on extinguishment of debt, tax impact related to an intercompany IP transfer and, as applicable, other special items. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of the business. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe it is useful to exclude these expenses in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies and over multiple periods.

Free cash flow: We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe free cash flow is an important liquidity measure of the cash (if any) that is available, after purchases of property and equipment, for operational expenses, investment in our business, and to make acquisitions. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

Billings: We define billings as total revenues plus the change in our contract liabilities and refund liability less contract assets and unbilled accounts receivable in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. Only amounts invoiced to a customer in a given period are included in billings. We believe billings is a key metric to measure our periodic performance. Given that most of our customers pay in annual installments one year in advance, but we typically recognize a majority of the related revenue ratably over time, we use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see “Reconciliation of GAAP to Non-GAAP Financial Measures” below.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended January 31,				Year Ended January 31,
(in thousands, except per share data)	2021		2020		2021		2020
Revenue:
Subscription	$	410,215	$	258,122	$	1,381,397	$	918,463
Professional services and other	20,683		16,773		71,650		55,508
Total revenue	430,898		274,895		1,453,047		973,971
Cost of revenue:
Subscription	73,347		48,162		259,992		163,931
Professional services and other	28,233		19,913		104,066		79,303
Total cost of revenue	101,580		68,075		364,058		243,234
Gross profit	329,318		206,820		1,088,989		730,737
Operating expenses:
Sales and marketing	221,896		161,326		798,625		591,379
Research and development	80,135		52,094		271,522		185,552
General and administrative	52,184		35,753		192,697		147,315
Total operating expenses	354,215		249,173		1,262,844		924,246
Loss from operations	(24,897)		(42,353)		(173,855)		(193,509)
Interest expense	(7,786)		(7,461)		(30,799)		(29,254)
Loss on extinguishment of debt	(33,752)		—		(33,752)		—
Interest income and other income, net	2,882		3,658		8,914		19,207
Loss before provision for income taxes	(63,553)		(46,156)		(229,492)		(203,556)
Provision for income taxes	8,859		1,251		13,775		4,803
Net loss	$	(72,412)	$	(47,407)	$	(243,267)	$	(208,359)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.38)	$	(0.26)	$	(1.31)	$	(1.18)
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted	188,717		180,859		185,760		176,704
Stock-based compensation expense included in costs and expenses:
Cost of revenue—subscription	$	6,138	$	3,951	$	20,793	$	12,882
Cost of revenue—professional services and other	6,510		3,826		21,865		15,703
Sales and marketing	37,190		26,170		131,041		94,863
Research and development	20,328		12,252		65,890		43,211
General and administrative	13,473		9,406		47,288		39,745
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DOCUSIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)	January 31, 2021		January 31, 2020
Assets
Current assets
Cash and cash equivalents	$	566,055	$	241,203
Investments—current	207,450		414,939
Accounts receivable, net	323,570		237,841
Contract assets—current	16,883		12,502
Prepaid expenses and other current assets	48,390		37,405
Total current assets	1,162,348		943,890
Investments—noncurrent	92,717		239,729
Property and equipment, net	165,039		128,293
Operating lease right-of-use assets	159,352		149,833
Goodwill	350,151		194,882
Intangible assets, net	121,828		56,500
Deferred contract acquisition costs—noncurrent	260,130		153,333
Other assets—noncurrent	24,942		24,678
Total assets	$	2,336,507	$	1,891,138
Liabilities and Equity
Current liabilities
Accounts payable	$	37,367	$	28,144
Accrued expenses and other current liabilities	66,566		54,344
Accrued compensation	156,158		83,189
Convertible senior notes—current	20,469		—
Contract liabilities—current	779,642		507,560
Operating lease liabilities—current	32,971		20,728
Total current liabilities	1,093,173		693,965
Convertible senior notes, net—noncurrent	693,219		465,321
Operating lease liabilities—noncurrent	165,704		162,432
Contract liabilities—noncurrent	16,492		11,478
Deferred tax liability—noncurrent	6,464		4,920
Other liabilities—noncurrent	32,328		6,695
Total liabilities	2,007,380		1,344,811
Convertible senior notes	3,390		—
Stockholders’ equity
Common stock	19		18
Treasury stock	(1,048)		—
Additional paid-in capital	1,702,254		1,685,167
Accumulated other comprehensive gains (loss)	4,964		(1,673)
Accumulated deficit	(1,380,452)		(1,137,185)
Total stockholders’ equity	325,737		546,327
Total liabilities and equity	$	2,336,507	$	1,891,138
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DOCUSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended January 31,				Year Ended January 31,
(in thousands)	2021		2020		2021		2020
Cash flows from operating activities:
Net loss	$	(72,412)	$	(47,407)	$	(243,267)	$	(208,359)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	19,635		13,266		71,090		50,182
Amortization of deferred contract acquisition and fulfillment costs	28,597		20,387		99,384		69,747
Amortization of debt discount and transaction costs	7,173		6,742		28,001		26,389
Loss on extinguishment of debt	33,752		—		33,752		—
Operating cash flow related to repayments of convertible senior notes	(75,165)		—		(75,165)		—
Non-cash operating lease costs	6,646		5,592		26,728		19,435
Stock-based compensation expense	83,639		55,605		286,877		206,404
Deferred income taxes	(1,360)		1,245		(2,410)		1,287
Other	(1,416)		401		(210)		(1,741)
Changes in operating assets and liabilities
Accounts receivable	(62,484)		(78,377)		(73,913)		(63,293)
Contract assets	5,802		5,715		1,912		(1,508)
Prepaid expenses and other current assets	680		(1,106)		(1,155)		(3,142)
Deferred contract acquisition and fulfillment costs	(63,871)		(37,923)		(208,510)		(115,723)
Other assets	457		612		(6,006)		1,538
Accounts payable	8,473		1,543		12,128		3,849
Accrued expenses and other liabilities	15,203		4,662		37,155		9,353
Accrued compensation	41,033		12,329		64,586		5,636
Contract liabilities	95,230		85,957		267,750		130,266
Operating lease liabilities	(7,379)		(3,738)		(21,773)		(14,624)
Net cash provided by operating activities	62,233		45,505		296,954		115,696
Cash flows from investing activities:
Cash paid for acquisition, net of acquired cash	—		—		(180,370)		—
Purchases of marketable securities	(84,340)		(107,318)		(164,989)		(861,252)
Sales of marketable securities	—		—		28,986		—
Maturities of marketable securities	83,756		166,599		488,538		627,309
Purchases of strategic investments	—		—		(5,300)		(15,500)
Purchases of other investments	—		—		(3,241)		—
Purchases of property and equipment	(18,251)		(29,975)		(82,395)		(72,046)
Net cash (used in) provided by investing activities	(18,835)		29,306		81,229		(321,489)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of initial purchasers' discounts and transaction costs	677,370		—		677,370		—
Purchase of capped calls related to issuance of convertible senior notes	(31,395)		—		(31,395)		—
Repayments of convertible senior notes	(384,199)		—		(384,199)		—
Payment of revolving credit facility costs	(2,453)		—		(2,453)		—
Payment of tax withholding obligation on RSU settlement and ESPP purchase	(125,186)		(41,216)		(372,463)		(166,504)
Proceeds from exercise of stock options	9,322		9,914		24,305		72,177
Proceeds from employee stock purchase plan	—		—		29,859		23,872
Net cash (used in) provided by financing activities	143,459		(31,302)		(58,976)		(70,455)
Effect of foreign exchange on cash, cash equivalents and restricted cash	4,214		(137)		5,646		(447)
Net increase (decrease) in cash, cash equivalents and restricted cash	191,071		43,372		324,853		(276,695)
Cash, cash equivalents and restricted cash at beginning of period (1)	375,265		198,111		241,483		518,178
Cash, cash equivalents and restricted cash at end of period (1)	$	566,336	$	241,483	$	566,336	$	241,483

(1) $0.3 million of restricted cash was included in Other assets—noncurrent at January 31, 2021 and Prepaid expenses and other current assets at January 31, 2020.

| 7 |

DOCUSIGN, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

Reconciliation of gross profit and gross margin:

	Three Months Ended January 31,						Year Ended January 31,
(in thousands)	2021			2020			2021			2020
GAAP gross profit	$	329,318		$	206,820		$	1,088,989		$	730,737
Add: Stock-based compensation	12,648			7,777			42,658			28,585
Add: Amortization of acquisition-related intangibles	3,196			1,348			11,052			5,704
Add: Employer payroll tax on employee stock transactions	1,454			668			5,904			2,577
Non-GAAP gross profit	$	346,616		$	216,613		$	1,148,603		$	767,603
GAAP gross margin	76		%	75		%	75		%	75		%
Non-GAAP adjustments	4		%	4		%	4		%	4		%
Non-GAAP gross margin	80		%	79		%	79		%	79		%
GAAP subscription gross profit	$	336,868		$	209,960		$	1,121,405		$	754,532
Add: Stock-based compensation	6,138			3,951			20,793			12,882
Add: Amortization of acquisition-related intangibles	3,196			1,348			11,052			5,704
Add: Employer payroll tax on employee stock transactions	679			285			2,862			1,054
Non-GAAP subscription gross profit	$	346,881		$	215,544		$	1,156,112		$	774,172
GAAP subscription gross margin	82		%	81		%	81		%	82		%
Non-GAAP adjustments	3		%	3		%	3		%	2		%
Non-GAAP subscription gross margin	85		%	84		%	84		%	84		%
GAAP professional services and other gross loss	$	(7,550)		$	(3,140)		$	(32,416)		$	(23,795)
Add: Stock-based compensation	6,510			3,826			21,865			15,703
Add: Employer payroll tax on employee stock transactions	775			383			3,042			1,523
Non-GAAP professional services and other gross profit (loss)	$	(265)		$	1,069		$	(7,509)		$	(6,569)
GAAP professional services and other gross margin	(37)		%	(19)		%	(45)		%	(43)		%
Non-GAAP adjustments	36		%	25		%	35		%	31		%
Non-GAAP professional services and other gross margin	(1)		%	6		%	(10)		%	(12)		%
8

DOCUSIGN, INC.

Reconciliation of operating expenses:

	Three Months Ended January 31,						Year Ended January 31,
(in thousands)	2021			2020			2021			2020
GAAP sales and marketing	$	221,896		$	161,326		$	798,625		$	591,379
Less: Stock-based compensation	(37,190)			(26,170)			(131,041)			(94,863)
Less: Amortization of acquisition-related intangibles	(3,390)			(2,911)			(14,566)			(12,013)
Less: Employer payroll tax on employee stock transactions	(3,198)			(1,413)			(14,190)			(7,023)
Less: Acquisition-related expenses	—			—			(186)			—
Non-GAAP sales and marketing	$	178,118		$	130,832		$	638,642		$	477,480
GAAP sales and marketing as a percentage of revenue	51		%	59		%	55		%	61		%
Non-GAAP sales and marketing as a percentage of revenue	41		%	48		%	44		%	49		%
GAAP research and development	$	80,135		$	52,094		$	271,522		$	185,552
Less: Stock-based compensation	(20,328)			(12,252)			(65,890)			(43,211)
Less: Employer payroll tax on employee stock transactions	(2,012)			(636)			(7,329)			(3,524)
Non-GAAP research and development	$	57,795		$	39,206		$	198,303		$	138,817
GAAP research and development as a percentage of revenue	19		%	19		%	19		%	19		%
Non-GAAP research and development as a percentage of revenue	13		%	14		%	14		%	14		%
GAAP general and administrative	$	52,184		$	35,753		$	192,697		$	147,315
Less: Stock-based compensation	(13,473)			(9,406)			(47,288)			(39,745)
Less: Employer payroll tax on employee stock transactions	(2,612)			(540)			(6,619)			(3,596)
Less: Acquisition-related expenses	—			—			(7,776)			—
Non-GAAP general and administrative	$	36,099		$	25,807		$	131,014		$	103,974
GAAP general and administrative as a percentage of revenue	12		%	12		%	13		%	15		%
Non-GAAP general and administrative as a percentage of revenue	9		%	9		%	9		%	11		%

Reconciliation of income (loss) from operations and operating margin:

	Three Months Ended January 31,						Year Ended January 31,
(in thousands)	2021			2020			2021			2020
GAAP loss from operations	$	(24,897)		$	(42,353)		$	(173,855)		$	(193,509)
Add: Stock-based compensation	83,639			55,605			286,877			206,404
Add: Amortization of acquisition-related intangibles	6,586			4,259			25,618			17,717
Add: Employer payroll tax on employee stock transactions	9,276			3,257			34,042			16,720
Add: Acquisition-related expenses	—			—			7,962			—
Non-GAAP income from operations	$	74,604		$	20,768		$	180,644		$	47,332
GAAP operating margin	(6)		%	(15)		%	(12)		%	(20)		%
Non-GAAP adjustments	23		%	23		%	24		%	25		%
Non-GAAP operating margin	17		%	8		%	12		%	5		%
9

DOCUSIGN, INC.

Reconciliation of net income (loss) and net income (loss) per share, basic and diluted:

	Three Months Ended January 31,				Year Ended January 31,
(in thousands, except per share data)	2021		2020		2021		2020
GAAP net loss	$	(72,412)	$	(47,407)	$	(243,267)	$	(208,359)
Add: Stock-based compensation	83,639		55,605		286,877		206,404
Add: Amortization of acquisition-related intangibles	6,586		4,259		25,618		17,717
Add: Employer payroll tax on employee stock transactions	9,276		3,257		34,042		16,720
Add: Acquisition-related expenses	—		—		7,962		—
Add: Amortization of debt discount and issuance costs	7,173		6,742		28,001		26,389
Add: Loss on extinguishment of debt	33,752		—		33,752		—
Add: Tax expense related to intercompany IP transfer(1)	9,294		—		9,294		—
Non-GAAP net income	$	77,308	$	22,456	$	182,279	$	58,871
Numerator:
Non-GAAP net income and non-GAAP net income attributable to common stockholders, basic	$	77,308	$	22,456	$	182,279	$	58,871
Add: Interest expense on convertible senior notes	617		—		617		—
Non-GAAP net income attributable to common stockholders, diluted	$	77,925	$	22,456	$	182,896	$	58,871
Denominator:
Weighted-average common shares outstanding, basic	188,717		180,859		185,760		176,704
Effect of dilutive securities	19,797		12,869		17,929		14,094
Non-GAAP weighted-average common shares outstanding, diluted	208,514		193,728		203,689		190,798
GAAP net loss per share, basic and diluted	$	(0.38)	$	(0.26)	$	(1.31)	$	(1.18)
Non-GAAP net income per share, basic	0.41		0.12		0.98		0.33
Non-GAAP net income per share, diluted	0.37		0.12		0.90		0.31

(1)Represents net change in tax liabilities related to an intercompany IP transfer

Computation of free cash flow:

	Three Months Ended January 31,				Year Ended January 31,
(in thousands)	2021		2020		2021		2020
Net cash provided by operating activities	$	62,233	$	45,505	$	296,954	$	115,696
Less: Purchases of property and equipment	(18,251)		(29,975)		(82,395)		(72,046)
Non-GAAP free cash flow	43,982		15,530		214,559		43,650
Net cash (used in) provided by investing activities	(18,835)		29,306		81,229		(321,489)
Net cash (used in) provided by financing activities	$	143,459	$	(31,302)	$	(58,976)	$	(70,455)
10

DOCUSIGN, INC.

Computation of billings:

	Three Months Ended January 31,				Year Ended January 31,
(in thousands)	2021		2020		2021		2020
Revenue	$	430,898	$	274,895	$	1,453,047	$	973,971
Add: Contract liabilities and refund liability, end of period	800,940		522,201		800,940		522,201
Less: Contract liabilities and refund liability, beginning of period	(702,691)		(435,898)		(522,201)		(390,887)
Add: Contract assets and unbilled accounts receivable, beginning of period	26,808		20,805		15,082		13,436
Less: Contract assets and unbilled accounts receivable, end of period	(21,021)		(15,082)		(21,021)		(15,082)
Add: Contract assets and unbilled accounts receivable contributed by acquisitions	—		—		6,589		—
Less: Contract liabilities and refund liability contributed by acquisitions	—		—		(9,344)		—
Non-GAAP billings	$	534,934	$	366,921	$	1,723,092	$	1,103,639
11

Document

Exhibit 99.2

DOCUSIGN, INC.

AMENDED AND RESTATED

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Amended and Restated Executive Severance and Change in Control Agreement (the “Agreement”) by and between Loren Alhadeff (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on ___________ (the “Agreement Date”). This Agreement supersedes in its entirety that certain Executive Severance and Change in Control Plan between Executive and the Company dated June 6, 2019 (the “Prior Agreement”).

RECITALS

A.The Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Committee”) believes it is in the best interests of the Company and its stockholders to hire Executive and to provide Executive with certain protections in the event of Executive’s termination of employment or a Change in Control of the Company under certain circumstances.

B.To accomplish the foregoing objectives, the Committee has directed the Company, upon execution of this Agreement by Executive, to agree to the terms provided in this Agreement. Capitalized terms not defined below shall have the meanings set forth in Exhibit A or Exhibit B, as applicable.

AGREEMENT

The parties hereto agree as follows:

1.At-Will Employment. Nothing in this Agreement alters the at-will nature of Executive’s employment. Executive and the Company remain free to terminate the employment relationship at any time, for any reason, with or without notice.

2.Benefits Upon Qualifying Termination Outside the Change in Control Period. Upon Executive’s Qualifying Termination outside a Change in Control Period, and subject to the conditions in Section 5, the Company will provide Executive with the following severance benefits:

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.6 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.50% of Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs.

sole discretion that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that the COBRA premiums would otherwise have been paid on behalf of Executive.

c.Equity Vesting Acceleration. The vesting of each of Executive’s then- outstanding equity compensation awards granted under any of the Company’s equity incentive plans (“Company Equity Awards”) (other than Performance Awards (as defined below)) will accelerate as to the number of shares subject to each such award that would have become vested, in the ordinary course, within the first 6 months following Executive’s termination date, effective on Executive’s date of termination. With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“Performance Awards”), the vesting of such awards will accelerate as set forth in the terms of the applicable performance-based equity award agreement.

Subject to the payment timing rules contained in Exhibit B, any severance payments and benefits under this Section 2 will be paid on the later of (x) 10 business days after the effective date of the Release and (y) the date of Executive’s Qualifying Termination.

3.Qualifying Termination During the Change in Control Period. Upon Executive’s Qualifying Termination during the Change in Control Period, and subject to the conditions in Section 5, the Company will provide Executive with the following severance benefits:

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.12 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.No target annual bonus for the performance year in which the Qualifying Termination occurs (this means no pro rata or partial annual bonus payment will be owed).

b.Continued Health Insurance Coverage. Provided Executive timely elects COBRA continuation coverage, the Company will pay the COBRA premiums to continue and maintain health care coverage for Executive and any dependents who are covered at the time of the Executive’s termination of employment under the Company’s group health plans. The Company will make such payments until the earliest of: (i) 12 months following the Qualifying Termination date; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that the COBRA premiums would otherwise have been paid on behalf of Executive.

c.The vesting of each of Executive’s Company Equity Awards (other than Performance Awards) will accelerate in full. The vesting of Performance Awards will accelerate as set forth in the terms of the applicable performance-based equity award agreement. In order to accommodate this potential accelerated vesting, if Executive experiences a Qualifying Termination within 90 days prior to a Change in Control, any then-unvested compensatory equity awards will not terminate with respect to shares that have not vested as of Executive’s termination date until 6 months and one day after Executive’s termination date. Subject to the payment timing rules contained in Exhibit B, any severance payments and benefits under this Section 3 will be paid on the latest of (x) 10 business days after the effective date of the Release, (y) the date of Executive’s Qualifying Termination, and (z) the date of the Change in Control.

4.Change in Control Acceleration. In the event of a Change in Control without a Qualifying Termination, the vesting of each of Executive’s Company Equity Awards granted prior to the Agreement Date will accelerate as to 25% of any then-unvested shares subject to each such award as of immediately prior to the Change in Control subject to Executive’s continued employment through the Change in Control; provided, however, that with respect to Performance Awards, the determination of any applicable performance criteria upon a Change in Control will be determined as set forth in the applicable performance-based equity award prior to giving effect to this accelerated vesting. Unless otherwise provided in writing by the Board or the Committee, the “single trigger” acceleration provided under this Section 4 shall not apply to any Company Equity Award granted on or following the Agreement Date.

5.Limitations and Conditions on Termination Benefits

a.Release Prior to Payment of Benefits. In order to be eligible to receive any benefits under Sections 2 or 3, Executive must (i) execute and return a general waiver and release, in a form provided by the Company and reasonably acceptable to Executive, of all employment related obligations of and claims and causes of action against the Company (a “Release”), to the Company within the applicable time period set forth therein and (ii) not revoke the Release within the revocation period (if any) set forth therein; provided, however, that in no event may the applicable time period or revocation period extend beyond sixty (60) days following Executive’s termination date.

b.Income and Employment Taxes. Executives agrees that Executive will be responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment made hereunder, that Executive’s receipt of any benefit hereunder is conditioned on Executive’s satisfaction of any applicable withholding or similar obligations that apply to such benefit, and that any cash payment owed hereunder will be reduced to satisfy any such withholding or similar obligations that may apply.

c.Related Matters. Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

d.Section 409A and Section 280G. Executive and the Company understand that payments under this Agreement may be subject to Sections 409A and 280G of the Code, and the parties agree to abide by the Section 409A and Section 280G provisions contained in Exhibit B to this Agreement.

e.Clawback/Recoupment. All amounts payable to Executive hereunder shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy, and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law during the term of Executive’s employment with the Company that is applicable generally to executive officers of the Company. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a “constructive” termination without “Cause” under this Agreement.

6.Miscellaneous Provisions.

a.Interaction with Other Benefits. In the event that Executive would be entitled to a greater level of payments or benefits under the terms and conditions of an individual equity compensation award, offer letter or other employment-related agreement, or a severance plan or policy provided by the Company or its successor, but for the existence of this Agreement, Executive shall be entitled to receive the greater of the payments and benefits provided for hereunder or the benefits under such other agreement, plan or policy subject to the applicable terms and conditions thereof.

b.Complete Agreement. Notwithstanding anything to the contrary herein, this Agreement supersedes any agreement (or portion thereof, including the Prior Agreement) concerning similar subject matter dated prior to the Agreement Date, and by execution of this Agreement both parties agree that any such predecessor agreement (or portion thereof) shall be deemed null and void; provided that, for clarification purposes, this Agreement shall not affect any agreement between the Company and Executive regarding intellectual property matters, non-solicitation or non- competition restrictions or confidential information. The parties further agree that this Agreement does not supersede the provisions of Executive’s offer letter or employment agreement with the Company which do not address termination or severance benefits or Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.

c.Waiver. No provision of this Agreement may be waived unless the waiver is agreed to in writing and signed by Executive and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement shall be considered a waiver at another time.

d.Successors and Assigns. This Agreement is personal to Executive and will not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. From and after a Change in Control, the term “Company” when used in this Agreement will also be read to include any entity that actually employs Executive, if different from the Company.

e.Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without reference to conflict of laws provisions, and the parties hereto submit to the exclusive jurisdiction of the state and federal courts of the State of California.

f.Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

g.Notice. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when

mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Executive shall be addressed to Executive at the home address which Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Board.

h.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and facsimile and electronic signatures shall be equivalent to original signatures.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.

DOCUSIGN, INC.

By:

Daniel Springer, Chief Executive Officer

Date:

EXECUTIVE:

By:

Name:

Date:

EXHIBIT A

DEFINITIONS

“Cause” will mean the occurrence of one or more of the following:

i.Executive’s willful and continued failure to perform the duties and responsibilities of Executive’s position after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s belief that Executive has not substantially performed Executive’s duties and provides Executive with thirty (30) days to take corrective action;

ii.any act of personal dishonesty taken by Executive in connection with Executive’s responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in substantial personal enrichment of Executive;

iii.Executive’s conviction of, or plea of nolo contendere to, a felony;

iv.Executive’s commission of any tortious act, unlawful act or malfeasance which causes or reasonably could cause (for example, if it became publicly known) material harm to the Company’s standing, condition or reputation;

v.any material breach by Executive of the provisions of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement or other improper disclosure of the Company’s confidential or proprietary information;

vi.a breach of any fiduciary duty owed to the Company by Executive that has or could reasonably be expected to have a material detrimental effect on the Company’s reputation or business;

vii.Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or

viii.a material breach by Executive of any written Company policy or the Company’s code of conduct that has been made available to Executive prior to such breach;

provided, however, that the action or conduct described in the clauses above (excluding (iii)) will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

“Change in Control” will have the meaning set forth in the Company’s Amended and Restated 2011 Equity Incentive Plan.

“Change in Control Period” means the period beginning three months prior to and ending on the 12-month anniversary of the effective date of a Change in Control.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended together with any analogous provisions of applicable state law.

“Code” means Internal Revenue Code of 1986, as amended, and the Treasury regulations and formal guidance promulgated thereunder, each as may be amended or modified from time to time.

“Good Reason” for Executive’s resignation of employment will exist following the occurrence of any of the following without Executive’s express written consent:

i.a material reduction in Executive’s duties or responsibilities without Executive’s consent;

ii.a material reduction in Executive’s base compensation, unless such reduction is made in connection with a similar action affecting all senior executives; or

iii.a relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation.

In order to resign for Good Reason, Executive must provide written notice to Board within 90 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.

The effective date for such a resignation for Good Reason (in the absence of cure) will be the earlier of the following dates: (i) the date of expiration of the Company’s cure period or (ii) the date that the Company advises Executive in writing that it does not intend to cure. For the purposes of delivery of notice under subsection (i) above, a material change or material reduction that occurs incrementally over a period of time (not to exceed twelve (12) months) shall be deemed to have occurred when such change or reduction, in the aggregate, becomes material.

“Qualifying Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive with Good Reason.

EXHIBIT B

SECTION 409A AND SECTION 280G MATTERS

Section 409A

It is intended that the Agreement shall comply with the requirements of Section 409A of the Code, and any payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of the Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A.

No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under the Agreement or otherwise will be payable until Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder.

If the period during which Executive may sign the Release begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that that would constitute deferred compensation within the meaning of Section 409A of the Code will be paid or provided until the later calendar year.

The severance payments and benefits under the Agreement are intended to satisfy the exemptions from application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A of the Code, any payments payable under the Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A of the Code and that would (but for this provision) be payable within 6 months following the date of termination, shall instead be paid on the next business day following the expiration of such six month period or, if earlier, upon Executive’s death. Each installment payment under the Agreement is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i).

Section 280G

If any payment or benefit (including payments and benefits pursuant to the Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (2) payment of only a portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made,

(x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision.

The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firm required to be made hereunder.7

The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within a reasonable period after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in the Agreement or otherwise, the Company may require Executive to submit any payment or benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the Company’s stockholders prior to the Closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no payments or benefits will be deemed to constitute a “parachute payment” subject to the excise taxes under Sections 280G and 4999 of the Code.

Document

Exhibit 99.3

DOCUSIGN, INC.

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Joan Burke (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on March 11, 2021 (the “Agreement Date”). This Agreement supersedes in its entirety that certain Amended and Restated Retention Agreement between Executive and the Company dated April 2, 2018 (the “Prior Agreement”).

RECITALS

AGREEMENT

The parties hereto agree as follows:

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.6 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.50% of Executive’s target annual bonus for the performance year in which the Qualifying Termination occurs.

financial costs or penalties under applicable law, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in monthly installments on the same schedule and over the same time period that the COBRA premiums would otherwise have been paid on behalf of Executive.

a.Severance Pay. The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

i.12 months of Executive’s then-current base salary (ignoring any decrease in base salary that forms the basis for Good Reason); and

ii.No target annual bonus for the performance year in which the Qualifying Termination occurs (this means no pro rata or partial annual bonus payment will be owed).

5.Limitations and Conditions on Termination Benefits

6.Miscellaneous Provisions.

g.Notice. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.

DOCUSIGN, INC.

By: /s/ Daniel Springer

Daniel Springer, Chief Executive Officer

Date: March 11, 2021

EXECUTIVE:

By: /s/ Joan Burke

Name: Joan Burke