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Date: 8/19/2016

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Exhibit 10.12


THIS AGREEMENT is dated 1 December 2014




EVERBRIDGE EUROPE LIMITED (registered no. 08216417) whose office is at Thames Court, 1 Victoria Street, Windsor, UK SL4 1YB (the “Company”, “we” etc).



Nick Hawkins of The Cottage, North End, Newbury, Berkshire, RG20 0AY (“you”, “your” etc).

IT IS AGREED as follows:






In this agreement:




Confidential Information means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of the Company and/or any Group Company for the time being confidential to the Company and/or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company and/or any Group Company or any of its or their suppliers, clients, customers, agents, distributors, shareholders or management, including (but not limited to) information that you create, develop, receive or obtain in connection with your employment, whether or not such information (if in anything other than oral form) is marked confidential.




Group Company means any company which for the time being is a subsidiary or holding company (as those expressions are defined by Section 1159 & Schedule 6 Companies Act 2006) of the Company or any subsidiary of any such holding company and any company which is not a subsidiary of the Company but whose issued Equity Share Capital (as defined in Section 548 Companies Act 2006) is owned as to at least 20% by the Company or any subsidiary of the Company or any holding company of the Company (and “Group Companies” shall be construed accordingly).




Intellectual Property Rights means all patents, rights to Inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights, the right to sue for past infringement and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.




Invention means any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.




Prospective Client means any person who had made enquiries about the Company’s or any Group Company’s goods or services and whose details had been recorded on any Group Company’s database at any time during the Relevant Period; and/or any firm, company or person to whom, at any time during the Relevant Period the Company or any Group Company had submitted a tender, taken part in a pitch or made a presentation or with whom or which it was otherwise negotiating for the supply of goods or services.




Prospective Supplier means any person who at any time during the Relevant Period had submitted a tender, taken part in a pitch or made a presentation or who or which was otherwise negotiating to supply goods or services to the Company or any Group Company.




Relevant Period means the period of 12 months prior to and ending on Termination.




Restricted Business means the business of providing integrated business continuity and communications encompassing mass and emergency notification, planning, mapping, alerting, staff safety and incident management and any other business (including proposed business) of the Company and/or any Group Company with which you were involved to a material extent at any time during the Relevant Period.








Restricted Client means any person, firm, company or other entity who, at any time during the Relevant Period, was a client or Prospective Client of or in the habit of dealing with the Company or any Group Company; and with whom you (or anyone working under your supervision or control) had material contact at any time during the Relevant Period; or in relation to whom you had access to Confidential Information at any time during the Relevant Period.

Restricted Period means the duration of employment and for three (3) months immediately following Termination, reduced by any period that you spend on Garden Leave immediately prior to Termination.




Restricted Person means anyone employed or engaged by the Company or any Group Company at the level of Director or Manager or in a technical or sales position and in each case who could materially damage the interests of the Company and/or any Group Company if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom you at any time during the Relevant Period in the course of your employment.




Staff Handbook means the Company’s or Group Company’s staff handbook as amended from time to time, a copy of which is available from HR.




Supplier means any person, firm, company or other entity who, at any time during the Relevant Period: (1) supplied goods or services (other than those of an administrative nature and utilities) to the Company or any Group Company; or (2) was a Prospective Supplier; and in either case with whom you (or anyone working under your supervision or control) had material contact at any time during the Relevant Period or in relation to whom you had access to Confidential Information at any time during the Relevant Period.




Termination means the termination of your employment with the Company however caused.




Works means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by you in connection with your employment.



Commencement of employment



Your employment with the Company is to commence as soon as practicable with every effort to start in January 2015 (the “Commencement Date”). Your period of continuous employment will be the same as your Commencement Date.



You represent and warrant that, by entering into this agreement or performing any of your obligations under it, you will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on you.



You warrant that you are entitled to work in the UK without any additional approvals and will notify the Company immediately if you cease to be so entitled at any time during your employment with the Company.



Unless previously authorised in writing by a Director you shall not work for anyone else while you are employed by the Company.



Nothing in this Agreement shall require the Company to provide any work for you and you will continue to be bound by your duty of good faith in the absence of any such work.



You consent to any Group Company monitoring and recording any use that you make of any Group Company’s electronic communications systems for the purpose of ensuring that any Group Company’s rules are being complied with and for legitimate business purposes.



Job title and duties



You are employed as Managing Director of EMEA and report to the Chief Executive Officer unless otherwise instructed. Your duties will include all work normally associated with your job title, together with such additional duties as we may require of you to fulfil that role and meet the needs of our business.



You may be required to undertake other duties from time to time as we may reasonably require.



All documents, manuals, hardware and software provided for your use by any Group Company, and any data or documents (including copies) produced, maintained or stored on any Group Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the relevant Group Company.



Any Group Company’s property in your possession and any original or copy documents obtained by you in the course of your employment shall be returned to the Company at any time on request and in any event prior to Termination.








Place of work



Your normal place of work is the Company’s office, currently Thames Court, 1 Victoria Street, Windsor, UK SL4 1YB or such other place as we may reasonably determine.



You agree to travel on the Company’s business (both within the United Kingdom and abroad) as may be required for the proper performance of your duties.



We do not anticipate requiring you to work outside the UK for more than one month at a time during the term of your employment.



Salary and deductions



Your gross salary is £130,000 per year which shall accrue from day to day and be payable net of tax and national insurance contributions monthly in arrears on or around the last working day of each month directly in to your bank or building society account.



Your salary will be reviewed annually and may be increased from time to time at the Company’s discretion without affecting the other terms of your employment. There is no obligation to award an increase. There will be no review of the salary after notice has been given by either party to terminate your employment.



We shall be entitled to deduct from your salary or other payments due to you any money which you may owe to any Group Company at any time.



Commission, incentive schemes and bonus/Variable Compensation



If you are entitled to commission, further details will be contained in a separate commission agreement (“Commission Agreement”). You agree that the terms, conditions and rules applicable to any Commission Agreement may be varied from time to time and you acknowledge that the terms are likely to vary from year to year or period to period or event to event. You will have no entitlement to receive commission unless a Commission Agreement for the relevant period or event has been agreed and signed by both parties and you agree that your entitlement to commission in relation to one year or period or event does not mean that you are entitled to commission in respect of any subsequent year or period or event (unless a Commission Agreement has been completed for that subsequent year or period or event).



The Company may in its absolute discretion pay you a bonus of such amount, at such intervals and subject to such conditions as the Company may in its absolute discretion determine from time to time.



Your target annual cash incentive bonus/variable compensation (“Variable Compensation”) in 2015, will be contingent upon the successful performance of all job duties and responsibilities is £130,000. Your Variable Compensation will be payable on a quarterly basis, in arrears as follows (and as modified between you and the Chief Executive Officer):




80% based on achievement of a threshold of 75% against 2015 EMEA Bookings Target and 80% based on achievement of a threshold of 80% against subsequent calendar years EMEA Bookings Target, and




20% on MBOs in accordance with the Everbridge Management Incentive Plan, tied to the corporate plan and performance.



Any bonus payment to you shall be purely discretionary and shall not form part of your contractual remuneration under this agreement. If the Company makes a bonus payment to you in respect of a particular period or event, it shall not be obliged to make subsequent bonus payments in respect of subsequent periods or events.



From time to time, the Company may introduce and operate discretionary (non-contractual) Sales Incentive Schemes. Payments from any schemes that are introduced will be based on the Company achieving its targeted profits and you achieving any personal targets or objectives as set by the Company. Incentive Schemes are subject to change or withdrawal by the Company without notice or compensation. In order to receive a payment under any Sales Incentive Scheme, you must be employed by the Company and not have tendered your resignation on the date on which the payments are due to be made. Full details of any schemes introduced or in operation will be issued to you separately.



The Company may alter the terms of any commission or bonus targets or withdraw them altogether at any time without prior notice.







Notwithstanding clauses 6.1 and 6.2 , you shall be entitled to the pro-rata portion of any commission or any bonus you are eligible to receive based on the period of time worked.



Notwithstanding clause 6.2 , you shall in any event have no right to a bonus or a time-apportioned bonus if your employment voluntarily terminates prior to the date when a bonus might otherwise have been payable. If you are under notice of termination by the Company at or prior to the date when a bonus might otherwise have been payable, you will be entitled to the pro-rata portion.



Any commission and bonus payments shall not be pensionable.



Car Allowance



You will be eligible to receive a car allowance. The car allowance will cover any expenses incurred when traveling for business, inclusive of mileage and other operation expenses when utilising your personal automobile. An allowance in the amount of £450 per month will be paid pro rata on a monthly basis, in arrears.






You shall be reimbursed promptly all reasonable expenses properly incurred in the discharge of your duties in accordance with this agreement and subject to any other instructions or regulations contained in the Staff Handbook or otherwise issued by the Company from time to time.



If required to drive for the better performance of your duties you agree to:




Immediately inform the Company if you are disqualified from driving;




at your own expense, maintain your car in a roadworthy condition with current road tax and MOT certificate if appropriate;




at your own expense, insure your car for business use.






You will be granted 400,000 option shares (pending approval of the Board of Directors at the next scheduled Board of Directors meeting) pursuant to an Option Agreement as defined in the Company’s 2008 Equity Incentive Plan (the “Option Plan”). Your options will vest over a four-year period according to the standard vesting schedule of the Option Plan.



In the event of a Change of Control (as defined in the Plan) the vesting of these options shall accelerate automatically for 25% of your unvested (effective as of immediately prior to the consummation of the Change of Control) options under this grant, subject to the company’s standard Change of Control language for its senior executives. Specifically, the Change of Control is applicable to all shares included in this offer. Options will not accelerate upon Change of Control if the acquirer or successor (or parent thereof) assumes it or the options are replaced by other incentives of comparable value under a new incentive program. If it is assumed, then vesting will continue, but the option will again accelerate in full if the optionee is terminated for reasons other than misconduct within twelve months of Change of Control.



Cell Phone Allowance



You will be eligible to receive a cell phone allowance following the Company’s cell phone stipend program. An allowance in the amount of £150 per month will be paid pro rata on a quarterly basis, in arrears. You will be reimbursed for any international business related phone calls pursuant to the Company expense policy.



Driving Offences



The Company does not accept any liability for any driving or parking offences that you may commit whilst driving a company vehicle and will not pay any fines that you may incur.



Hours of work and rules



Your normal hours of work are between 9:00 am and 5:30 pm Monday to Friday inclusive with an unpaid lunch break of one hour. You may be required to work such additional hours as may be necessary for the proper performance of your duties without extra remuneration.



You agree that the limit on your working hours imposed by the Working Time Regulations 1998 will not apply to your employment with the Company and that your average working time may therefore exceed 48 hours in any seven-day period. You may terminate your agreement to opt out of the maximum weekly working time by giving three months’ written notice to the Company of that fact at any time. Unless the “opt out” is terminated in this way, it shall remain in force until your employment with us ends.



You are required at all times to comply with our rules, policies and procedures in force from time to time including those contained in the Staff Handbook.






The Company’s holiday year runs between 1 January and 31 December (“Holiday Year”).








You are entitled to 25 days’ holiday during each Holiday Year. In addition you are entitled to take the usual bank/public holidays in England and Wales or a day in lieu where we require you to work on a bank/public holiday. All entitlement is pro rata for part time staff. You will be paid your normal salary during such holidays. If your employment commences or terminates part way through the Holiday Year, your holiday entitlement during that year of employment shall be calculated on a pro-rata basis.



The Company operates a system that you must follow for obtaining prior approval for holiday plans. Details of that system and of any changes to it from time to time will be made known to you. The Company will try to co-operate with your holiday plans wherever possible subject to the requirements of the Company. However, you must not book holidays until your request has been formally authorised in writing by your manager. Normally no more than two weeks leave can be taken at any one time.



You may not normally carry any leave forward and you must use all of your holiday entitlement by the last day of each holiday year. Unless there are exceptional circumstances as authorized with the prior written consent of H

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