Performance Bonus Plan

“ 2017 Base Salary ” means with respect to each Participant, the amount of base salary or base fees actually earned and paid to Participant during Fiscal Year 2017, excluding (i) bonuses, commissions, overtime, or the value of any equity securities, or any employee benefits or other compensation paid to Participant (e.g., 401(k) plan employer match), and (ii) any compensation paid to Participant in respect of inactive employment by the Company (e.g., a leave of absence from the Company).

“ Adjusted Net Revenue ” means for Fiscal Year 2017, the Company’s GAAP revenue, as regularly computed by the Company in its sole discretion and reported to and approved by the Board of Directors, less the absolute value of provider cost associated with the Company’s managed services business, plus the absolute value of freelancer service fees cost-of-sales associated with the Company’s managed services business.

“ Actual Gross Services Volume ” for Fiscal Year 2017 means the Company’s standard gross services volume metric in effect from time to time, as regularly computed by the Company and reported to and approved by the Board of Directors in connection with the Company’s Fiscal Year 2017 budget. The computation of Actual Gross Services Volume will be determined in the sole discretion of the Company.

“ Bonus EBITDA ” means for Fiscal Year 2017, on a consolidated basis, an amount equal to the earnings of the Company before the sum of (i) taxes, plus (ii) depreciation and amortization, plus (iii) interest, plus (iv) any non-cash stock compensation expenses, plus (v) any expenses in connection with warrants, plus (vi) write-off or impairment of intangible assets, plus (vii) losses or gains (to be presented as a negative number in the case of gains) on sales or transfers of assets, plus (viii) foreign currency gains or losses; but excluding (x) any extraordinary or one-time gains, losses, profits or expenses identified and approved by the Board of Directors, and (y) any accruals for Performance Bonus Payments and associated payroll taxes under the Plan. The computation of Bonus EBITDA will be determined in the sole discretion of the Company.

“ Additional Bonus Pool ” has the meaning ascribed to such term in Section 2.2.b(i).

“ Affiliate ” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

“ Board of Directors ” means the Board of Directors of the Company.

“ Bonus Percentage ” means twenty-five percent (25%) for the Leadership Team; twenty percent (20%) for Vice Presidents (if not a member of the Leadership Team); fifteen percent (15%) for employees at Level 5 or Level 6; ten percent (10%) for employees at Level 3 or Level 4; and five percent (5%) for all other Participants.

“ Bonus Pool ” means the aggregate amount available for GSV Performance Bonus Payments under the Plan pursuant to Section 2.2.a, prior to the EBITDA Reduction (if any).

“ Code ” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Company ” means Upwork Inc., a Delaware corporation.

“ Discretionary Performance Bonus Payment ” means a payment made to a Participant pursuant to Section 2.2.b.

“ EBITDA Quotient ” means, with respect to a given Participant, the quotient obtained by dividing (i) the amount of such Participant’s GSV Performance Bonus Payment prior to the EBITDA Reduction by (ii) the aggregate amount of all Participants’ GSV Performance Bonus Payments prior to the EBITDA Reduction.

“ EBITDA Reduction ” has the meaning ascribed to such term in Section 2.2.a(v).

“ EBITDA Target ” for Fiscal Year 2017 means $7,100,000.

“ Executive Administrators ” means the Company’s Chief Executive Officer and Chief Financial Officer.

“ Fiscal Year 2017 ” means the Company’s fiscal year ending December 31, 2017.

“ GSV Performance Bonus Payment ” means a payment made to a Participant pursuant to Section 2.2.a.

“ GSV Maximum ” for Fiscal Year 2017 means $1,425,000,000 (or as modified by the Board of Directors in its sole discretion).

“ GSV Threshold 1 ” for Fiscal Year 2017 means $1,237,000,000 (or as modified by the Board of Directors in its sole discretion).

“ GSV Threshold 2 ” for Fiscal Year 2017 means $1,275,000,000 (or as modified by the Board of Directors in its sole discretion).

“ Leadership Team ” means the Company’s Chief Executive Officers and each of his or her direct reports, as well as any individual who has been designated by the Board of Directors in writing as a member of the Leadership Team, in each case to the extent each such individual is also a Participant.

“ Participant ” means a full-time regular employee of the Company (“ Employee ”) who (i) has been designated by the Company in writing as one who will participate in the Plan and (ii) is not covered by the 2017 Upwork Sales Compensation Plan or any other bonus, commission or incentive plan (unless such other bonus, commission or incentive plan expressly permits concurrent participation in the Plan). The Plan excludes employees who are “part-time” and employees who are not expressly classified by the Company as “regular full-time,” including but not limited to, interns, or temporary or leased employees. Notwithstanding the foregoing, “Participant” may also include an individual, other than an Employee, continuously providing services to the Company who has been designated by the Company in writing as a Participant in the Plan (any such individual, a “ Service Provider ”).

“ Performance Bonus Payment ” means any GSV Performance Bonus Payment made to a Participant pursuant to Section 2.2.a and any Discretionary Performance Bonus Payment made to a Participant pursuant to Section 2.2.b.

“ Plan ” means the Upwork Inc. 2017 Performance Bonus Plan, which shall be evidenced by this instrument.

Eligibility for Payment . A Participant shall be eligible to receive a Performance Bonus Payment pursuant to Section 2.2 below only if he or she is employed by the Company at the time of payment of such Performance Bonus Payment as specified in Section 2.3 or serving in the capacity as a Service Provider at the time of payment of such Performance Bonus Payment as specified in Section 2.3 if the award was granted to the Participant in such capacity.

Performance Bonus Payments .

Time of Payment . Any Performance Bonus Payment shall be made on or by February 28, 2018.

Taxes . All payments made under the Plan shall be subject to applicable income, FICA, and other employment taxes and tax withholding requirements.

Restriction on Payments . Notwithstanding anything to the contrary set forth herein, no Performance Bonus Payments shall be made to any Participant if such payments would result in the Company’s breach of or default under any terms of that certain Loan and Security Agreement dated January 21, 2016, as amended, by and between the Company, Pacific Western Bank and certain other parties named therein.

Termination . The Plan shall terminate upon completion of all payments pursuant to Article 2.

Amendment . The Company may, at any time, amend the Plan to (i) accelerate the time of any payment, provided that in no event will a payment be made prior to the end of Fiscal Year 2017, or (ii) make such other changes as do not adversely affect any Participant without the consent of such Participant.

Board of Directors Duties . The Plan shall be administered by the Board of Directors. No provision of the Plan shall be construed as imposing on the Board of Directors any fiduciary duty under any law.

Board of Directors Authority . The Board of Directors shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

To construe and interpret the terms and provisions of the Plan;

To adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Participants who are foreign nationals or perform services outside of the United States;

To compute and certify to the Adjusted Net Revenue, Actual Gross Services Volume, Bonus EBITDA and each Participant’s Performance Bonus Payment(s); and

To maintain all records that may be necessary for the administration of the Plan.

Binding Effect of Decisions . The decision or action of the Board of Directors with respect to any question arising out of or in connection with the administration, interpretation, computation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan and shall be given the maximum deference permitted by law.

Delegation by Board of Directors . The Board of Directors, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

Transfers . Participants who transfer to a new position not covered by the Plan and instead covered by another bonus, sales or incentive plan may be considered for a Performance Bonus Payment calculated on a pro-rata basis for the applicable period. The Board of Directors will coordinate and administer the Plan with the other bonus, sales, or incentive plan and its determinations shall be final and binding.

Status of Plan . The Plan is intended to be a plan that is an unfunded bonus arrangement for Participants. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

Unsecured General Creditor . The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants shall be no greater than those of unsecured general creditors. Participants and their heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held under any trust or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company.

Participant’s Liability . The Company’s liability for the payment of benefits shall be defined only by the Plan. The Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.

Nonassignability . A Participant shall have no right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment (except to the extent the Company may be required to garnish amounts from payments due under the Plan pursuant to applicable law) or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment or continued engagement between the Company or any of its Affiliates and the Participant. Nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company or any of its Affiliates or to interfere with the right of the Company or any of its Affiliates to discipline or discharge the Participant at any time for any or no reason, with or without notice (subject to applicable law). The Participant’s employment (if applicable) with the Company or any of its Affiliates remains at will (subject to applicable law).

Terms . Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

Captions . The captions of the articles, sections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

Governing Law . The provisions of the Plan shall be construed and interpreted according to the laws of the State of California without regard to its conflicts of laws principles.

Successors . The provisions of the Plan shall bind and inure to the benefit of the Company, all Participants, and their successors in interest.

Bonus Plan . The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and administered in accordance with such intention.

Validity . In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.