9. Continuing Obligations. At all times in the future, you will remain bound by and
agree to comply with the Twilio Inc. Employment, Confidential Information, Invention Assignment and Arbitration Agreement that you executed in connection with your employment with the Company (the Confidentiality Agreement), a
copy of which is attached as Attachment B, with the exception of (i) the provision in Section 7 of the Confidentiality Agreement in which you agreed not to enter into an employment relationship with any employee, client or partner
of the Company to whom the Company had introduced you in your capacity as an employee of the Company for a period of 12 months from the date of the start of any engagement with such client or partner of the Company and (ii) the Arbitration
Agreement in Section 10 of the Confidentiality Agreement, which is replaced by the Arbitration Agreement in Section 14 below. In addition, notwithstanding the terms of the Confidentiality Agreement, you understand that pursuant to the
federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. You further understand that nothing contained in this Agreement limits your ability to (a) communicate with any federal, state or local governmental agency or commission, including to provide
documents or other information, without notice to the Company, (b) file and/or pursue a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any
federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board
(Government Agencies), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company; (c) report possible violations of law or regulation to
any Government Agency; (d) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Notwithstanding, in making any such
disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information.
10. Indemnification Agreement. The Twilio Inc. Indemnification Agreement, a copy of which is attached hereto as Attachment C,
shall remain in full force and effect.
11. Return of Company Property. You agree that you have returned to the Company any and all
Company property in your possession or control, including, without limitation, equipment, documents (in paper and electronic form), data, notes, key cards, and credit cards, and that you have returned and/or, if incapable of being returned, you have
deleted, destroyed, and finally purged all Company property that you stored in electronic form or media (including, but not limited to, any Company property stored in a cloud environment or in your personal computer, USB drives or in any other
device that will remain in your possession after the Separation Date), except that for any property incapable of being returned, you agree to preserve any such Company property that is subject to any applicable hold notices. Your receipt of the
severance benefits offered under this Agreement is contingent upon compliance with this provision.
12. Nondisparagement. To the
fullest extent permitted by law and except as otherwise provided in this Agreement, you agree that you will not disparage or encourage or induce others to disparage the Company or any of the Released Parties. The Company agrees to not disparage or
encourage or induce others to disparage you. You understand that the Companys obligations under this paragraph extend only to Khozema Shipchandler, Aidan Viggiano, Christy Lake, Dana Wagner, and all current members of the Board. For the
purpose of this Agreement, disparage includes, without limitation, making comments or statements online, or to any person or entity that would adversely affect in any manner (a) the conduct of the business of the Company (including,
but not limited to, any business plans or prospects) or (b) your reputation or the reputation of the Company, its officers, directors, or employees. A breach of this provision will be deemed to be a material breach of this Agreement. This
section shall not be construed to prohibit any party to this Agreement from publicly responding to incorrect public statements or from making truthful statements when required by law, subpoena, court order, or the like.
13. Cooperation. You agree to fully cooperate with the Company and its counsel as it relates, in any way, to any issue or matter that
may arise as the subject of litigation or administrative inquiry, which occurred during your employment with the Company. Full cooperation shall include, but is not limited to, review of documents, attendance at meetings, trial or administrative
proceedings, depositions, interviews, or production of documents to the Company without the need of the subpoena process.