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



On March 2, 2023, the Compensation Committee (the "Committee") of the Board of
Directors of Q2 Holdings, Inc. (the "Company") approved a new form of
Performance Stock Units Agreement (the "PSU Agreement") for use under the
Company's 2014 Equity Incentive Plan (the "Plan"). The PSU Agreement provides
that shares of the Company's common stock (the "Common Stock") subject to the
award may be earned based upon the Company's attainment relative to one or more
performance measures for a specified period, with the ultimate number of shares
that may be earned ranging from zero to 200% of a target number of shares
specified in the PSU Agreement on the date of grant. The description of the PSU
Agreement contained herein is qualified in its entirety by reference to the form
of PSU Agreement which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

On March 2, 2023, the Committee granted Performance Stock Units under the Plan to the Company's named executive officers in the amounts and subject to the vesting criteria described below.



For each named executive officer, 50% of the March 2023 Performance Stock Units
(the "TSR PSUs") provide for shares of Common Stock to be earned based on the
Company's total stockholder return ("TSR") performance relative to the TSR
performance of the S&P Software & Service Select Index (the "Index") (over a
three-year performance period commencing on March 2, 2023 and ending on March 2,
2026. Subject to the continued employment of the applicable officer, between
zero and up to 200% of the full target number of shares subject to each award
are eligible to be earned upon the determination by the Committee of the level
of attainment of such TSR performance goals after the completion of the
three-year performance period.

Shares of Common Stock may be earned pursuant to the TSR PSUs as follows:

•100% of the target shares will be earned if the Company's TSR is equal to the 50th percentile of the Index;

•A maximum of 200% of the target shares may be earned if the Company's TSR equals or exceeds the 90th percentile of the Index;

•A minimum of 50% of the target shares will be earned if the Company's TSR equals at least the 25th percentile of the Index;

•No shares will be earned if the Company's TSR is less than the 25th percentile of the Index; and

•Linear scaling will be used to determine the number of shares earned for performance between the target and the maximum and between the minimum and the target payout levels.



For each named executive officer, 50% of the March 2023 Performance Stock Units
(the "EBITDA PSUs") provide for shares of Common Stock to be earned based on the
Company's attainment relative to a target financial measure specified in the PSU
Agreement consisting of Adjusted EBITDA as a percentage of non-GAAP Revenue for
the twelve months ending December 31, 2024 (the "Target EBITDA"), with the
Committee's determination of the level attainment of such financial measure
occurring within 90 days following the completion of the performance period
ending on December 31, 2024. Subject to the continued employment of the
applicable officer, between zero and up to 200% of the target number of shares
subject to each award of EBITDA PSUs are eligible to be earned, as follows:

•100% of the target shares will be earned if the Company attains 100% of Target EBITDA;



•A maximum of 200% of the target shares may be earned if the Company attains
120% or more of Target EBITDA, subject to an additional vesting requirement of
required continued services through March 2, 2026 for shares in excess of the
target shares;

•A minimum of 50% of the target shares will be earned if the Company attains at least 80% of Target EBITDA;

•No shares will be earned if the Company's attainment is below 80% of Target EBITDA; and

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•Linear scaling will be used to determine the number of shares earned for performance between the target and the maximum and between the minimum and the target payout levels.



Up to 100% of the target shares may be earned upon the date of the Committee's
determination of the level of attainment of the performance goals for the
performance period ending on December 31, 2024. To the extent the Company
achieves attainment in excess of Target EBITDA, subject to the continued
services of the applicable officer through the third anniversary of the date of
grant, any above-target shares may be earned on the third anniversary of the
date of grant.

The following named executive officers received the following amounts of Performance Stock Units:


                Named Executive Officer                             TSR PSUs                 EBITDA PSUs
Matthew P. Flake                                                           71,058                      71,059
President and Chief Executive Officer
John E. Breeden                                                            26,696                      26,696
Chief Operation Officer
Michael A. Volanoski                                                       25,518                      25,518
Chief Revenue Officer
David J. Mehok                                                             23,555                      23,556
Chief Financial Officer
Jonathan A. Price                                                          23,555                      23,556

Executive Vice President, Emerging Businesses, Corporate & Business Development





The awards of Performance Stock Units are subject to the terms and conditions of
the Plan and the form of PSU Award Agreement, the form of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.


Item 9.01.   Financial Statements and Exhibits.



(d) Exhibits

      Exhibit No.                                             Description
          10.1                 Form of Performance Stock Units Agreement
          104                  Cover Page Interactive Data File (embedded within the Inline XBRL
                               document)

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