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

On November 15, 2021, Jennifer Pileggi informed Zuora, Inc. ("Zuora") of her intention to retire from her position as Senior Vice President, General Counsel and Corporate Secretary, effective as of February 11, 2022. Zuora is conducting a search for her replacement.

On November 16, 2021, Ms. Pileggi and Zuora entered into a letter agreement (the "Transition Agreement") pursuant to which Ms. Pileggi will remain employed with Zuora as a non-officer employee in an advisory role reporting to Zuora's Chief Executive Officer from February 12, 2022 to May 1, 2022 (the "Transition Period") and thereafter will provide advisory services as a consultant from May 2, 2022 to July 31, 2022 (the "Consulting Period"). Under the terms of the Transition Agreement, during the Transition Period, Ms. Pileggi will (i) continue to receive base salary at her current annual rate, (ii) participate in Zuora's health and benefit plans, (iii) vest with respect to outstanding equity awards held by her, and (iv) be eligible to receive a bonus payout under Zuora's Cash Incentive Plan for the period ending January 31, 2022 ("FY22") (including any true-up or true-down payment under such plan for FY22), but not for future periods. In addition, during the Consulting Period, Ms. Pileggi will provide consulting services at the direction of Zuora's Chief Executive Officer at a rate of $250 per hour. The Transition Agreement contains a customary release of claims in favor of Zuora. The foregoing description of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Transition Agreement, a copy of which Zuora expects to file with its Annual Report on Form 10-K for the fiscal year ending January 31, 2022, and upon filing will be incorporated herein by reference.

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