Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

Equity. The Parties hereby confirm that the Executive is the holder of certain equity awards granted under the Company's Third Amended and Restated 2006 Stock Incentive Plan (the "Plan") with respect to Company common stock (the "Equity Awards"). Provided that such Equity Awards continue to remain outstanding as of the Spin-off Effective Date, and provided that the Executive has been in continuous service to the Company, either as a consultant pursuant to Section 7 below or as an employee through the Spin-off Effective Date, the Company will take such action as is necessary to convert the Equity Awards into equity awards with respect to Spinco common stock, preserving the terms of all such Equity Awards, provided that the number of shares of common stock issuable pursuant thereto and, if applicable, the exercise price, will be adjusted to preserve the economic value of such Equity Awards as of immediately prior to the effectiveness of the spin-off, and, provided, further, that such Equity Awards will continue to vest on the same vesting schedule as in effect as of immediately prior to the effectiveness of the spin-off, except that the vesting and, if applicable, exercisability, of such Equity Awards will be subject to the continued service of the Executive with Spinco as of immediately after the effectiveness of the spin-off. For the avoidance of doubt, Executive shall not be entitled to any further grant of Equity Awards in connection with the Company's March 2016 Equity Award grants.

Equity Awards and Incentive Compensation: During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions and any additional terms and conditions as determined by the Compensation Committee or the Board.

Additional Equity Awards: You will continue to be eligible to receive stock-based compensation, whether restricted stock units, performance-based stock units, stock options or otherwise, under the Company’s 2012 Long Term Incentive Plan, as amended, or other stock-based compensation plans that the Company may establish from time-to-time. In addition to the equity awards granted to you in January 2023, which had a total grant value of $1,250,000, we will grant you additional RSUs with

Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award will be as follows:

Long-term Incentives: Executive’s outstanding equity awards as of the Last Day Worked will be treated as set forth in the applicable plan documents and award agreements including, without limitation, with respect to Executive’s retirement on or after Age 62. Executive will not be eligible to receive any additional equity awards from the Tenet Group on and after the Last Day Worked.

As you know, BigCommerce Holdings, Inc. (the “Company”) previously granted to you one or more options to purchase shares of Company common stock (“Options”) and/or restricted stock units covering Company common stock (“RSUs”) under the Company’s Amended and Restated 2013 Stock Plan (as amended, the “2013 Plan”) or its 2020 Equity Incentive Plan (the “2020 Plan”) (collectively, the “Outstanding Awards”) and may in the future grant you additional Options, RSUs and/or other equity awards covering Company common stock (together with the Outstanding Awards, the “Equity Awards”). You are receiving this letter (this “Letter”) because the Company has determined that your Equity Awards will be subject to accelerated vesting in certain circumstances as described in this Letter, subject to the terms and conditions set forth below.

“Notice Period” means the one (1) year following the Notice Date. During the Notice Period, the employee shall not be eligible to receive any additional equity awards from the Company.

Equity Compensation. The outstanding equity-based awards held by Pennypacker under [[Organization A:Organization]] 2013 Omnibus Incentive Plan (the “Plan”) as of the Separation Date shall be treated in accordance with the Plan and the applicable award agreement except to the extent otherwise provided below:

Equity Rights. [[Organization A:Organization]] acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of [[Organization B:Organization]]’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during [[Organization B:Organization]]’s bankruptcy to any claim arising as a result of a breach by [[Organization B:Organization]] of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of [[Organization B:Organization]] under this Confirmation are not secured by any collateral that would otherwise secure the obligations of [[Organization B:Organization]] herein under or pursuant to any other agreement.