WORKIVA INC

The following terms shall have the following meanings unless otherwise required by the context:

a.“Administrator” means (1) the Committee, and (2) with respect to an Award granted to an individual who is not subject to

Section 16(b) of the Exchange Act, each of the Chief Executive Officer of the Company and the Chief Financial Officer of the

Company.

b.“Award” means an ISO, NQSO, SAR, Restricted Stock or RSU awarded by the Company to an Employee, a Consultant or a

Non-Employee Director.

c.“Award Agreement” means a document evidencing the grant of an Award, as described in Section 10.

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

e.“Cause” means any of the following events, as determined by the Committee: (1) the commission of an act which, if proven in a

court of law, would constitute a felony violation under applicable criminal laws; (2) a breach of any material duty or obligation

imposed upon the Grantee by the Company; (3) divulging the Company's confidential information, or breaching or causing the

breach of any confidentiality agreement to which the Grantee or the Company is a party; (4) engaging or assisting others to

engage in business in competition with the Company; (5) refusal to follow a lawful order of the Grantee's superior or other

conduct which the Board or the Committee determines to represent insubordination on the part of the Grantee; or (6) other

conduct by the Grantee which the Board or the Committee, in its discretion, deems to be sufficiently injurious to the interests of

the Company to constitute cause.

f.“Code” means the Internal Revenue Code of 1986, as amended.

g.“Committee” means a committee which consists solely of not fewer than two directors of the Company who shall be appointed

by, and serve at the pleasure of, the Board (taking into consideration the rules under Section 16(b) of the Exchange Act, the

requirements of Code §162(m) (to the extent compliance with Code §162(m) is desired), and the rules regarding “independent

directors” of exchange on which Common Stock is listed) or the entire Board.

h.“Common Stock” means Class A common stock, par value $0.001 per share, of the Company.

i.“Company” means Workiva Inc.

j.“Consultant” means an individual who is not an Employee or a Non-Employee Director and who has entered into a consulting

arrangement with the Company or a Related Corporation to provide bona fide services that (1) are not in connection with the

offer or sale of securities in a capital-raising transaction, and (2) do not directly or indirectly promote or maintain a market for

the Company’s securities.

k.“Employee” means an employee of the Company or of a Related Corporation.

l.“Exchange Act” means the Securities Exchange Act of 1934, as amended.

m.“Fair Market Value” means (1) the closing price of the Common Stock on a registered securities exchange on the applicable

date or the immediately preceding trading day if the applicable date is not a trading day, or (2) such other method of

determining fair market value as shall be permissible under the Code, or the rules or regulations thereunder, and adopted by

the Committee.

n.“Grantee” means an Employee, a Consultant or a Non-Employee Director who has been granted an Award under the Plan.

o.“ISO” means an Option which, at the time such Option is granted, qualifies as an incentive stock option within the meaning of

Code §422(b), unless the Award Agreement states that the Option will not be treated as an ISO.

p.“Non-Employee Director” means a director of the Company who is not an Employee under the rules of Section 16(b) of the

Exchange Act.

q.“NQSO” means an Option which, at the time such Option is granted, does not qualify as an incentive stock option within the

meaning of Code §422(b), whether or not it is designated as a nonqualified stock option in the Award Agreement.

r.“Options” means ISOs and NQSOs which entitle the Grantee on exercise thereof to purchase shares of Common Stock at a

specified exercise price.

s.“Performance Goals” means the objective goal or goals applicable to a Grantee’s Performance Stock or PSUs that are deemed

by the Committee to be important to the success of the Company or any affiliates of the Company. The Committee shall

establish the specific objective measures for each applicable goal for a performance period, which need not be uniform with

respect to each Grantee. In creating these measures, the Committee shall use one or more of the following business criteria: (1)

net earnings or net income (before or after taxes); (2) basic or diluted earnings per share (before or after taxes); (3) pre- or after-

tax income (before or after allocation of corporate overhead and bonus); (4) operating income (before or after taxes); (5) net

sales or net sales growth; (6) gross profit or gross profit growth; (7) net operating profit (before or after taxes); (8) earnings,

including earnings before or after taxes, interest, depreciation and/or amortization; (9) return measures (including, but not limited

to, return on assets, net assets, capital, total capital, tangible capital, invested capital, equity, sales, or total stockholder return);

(10) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on capital, cash flow return on

investment, and cash flow per share (before or after dividends); (11) margins, gross or operating margins, or cash margins; (12)

share price (including, but not limited to, growth measures and total stockholder return); (13) expense or cost targets; (14)

objective measures of customer satisfaction; (15) working capital targets; (16) measures of economic value added, or economic

value-added models or equivalent metrics; (17) debt targets; (18) stockholder equity; or (19) implementation, completion or

attainment of measurable objectives with respect to business development, acquisitions and divestitures, and recruiting and

maintaining personnel. The business criteria may apply to the individual, a division, a component of the Company’s business, or

to the Company and/or one or more affiliates of the Company and may be weighted and expressed in absolute terms or relative

to the performance of other individuals or companies or an index. To the extent permitted by law, the Committee may exclude

the impact of an event or occurrence which the Committee determines should be appropriately excluded, such as: restructurings,

discontinued operations, extraordinary items and other unusual or non-recurring charges; an event either not directly related to

the Company’s operations or not within the reasonable control of management; or a change in tax law or accounting standards

required by generally accepted accounting principles. The Committee shall determine the performance period and the

Performance Goals and measures (and weighting thereof) applicable to such period not later than the earlier of 90 days after the

commencement of the performance period or the expiration of 25% of the performance period.

t.“Performance Stock” means a type of Restricted Stock, where the lapse of restrictions is based on Performance Goals.

u.“Plan” means the Workiva Inc. 2014 Equity Incentive Plan as set forth herein and as amended from time to time.

v.“PSU” means a performance stock unit which is a type of RSU, the vesting of which is based on Performance Goals.

w.“Related Corporation” means any corporation or other entity in which the Company holds, directly or indirectly, a controlling

interest; provided, however, that with respect to ISOs, an entity shall be a “Related Corporation” only if the entity is described in

the preceding clause and is a subsidiary corporation of the Company as defined in Code §424(f). For purposes of this

subsection, the term “controlling interest” shall have the same meaning as provided in Treas. Reg. §1.414(c)-2(b)(2)(i), using

“at least 50 percent” instead of “at least 80 percent” each place it appears in such regulation.

x.“Restricted Stock” means Common Stock subject to restrictions determined by the Administrator pursuant to Section 8.

y.“RSU” means a restricted stock unit granted pursuant to Section 9.

z.“SAR” means a stock appreciation right granted pursuant to Section 7.

aa.“Securities Act” means the Securities Act of 1933, as amended from time to time.

bb.“Short-Term Deferral Period” means, with respect to an amount (including Common Stock) payable pursuant to an Award, the

period ending on the later of (1) the 15th day of the third month following the Grantee’s first taxable year in which the amount is

no longer subject to a substantial risk of forfeiture, or (2) the 15th day of the third month following the Company’s first taxable

year in which the amount is no longer subject to a substantial risk of forfeiture; provided, however, that such period (measured

from the last day of the period) shall be within one calendar year and shall not exceed 2½ months. A Grantee shall have no

discretion over the payment date and shall have no right to interest as a result of payment on a date other than the first day of

the Short-Term Deferral Period.

cc.“Termination of Service” means (1) with respect to an Award granted to an Employee, the termination of the employment

relationship between the Employee and the Company and all Related Corporations; (2) with respect to an Award granted to a

Consultant, the termination of the consulting or advisory arrangement between the Consultant and the Company and all

Related Corporations; and (3) with respect to an Award granted to a Non-Employee Director, the cessation of the provision of

services as a director of the Company and all Related Corporations. A Termination of Service shall not be deemed to have

resulted by reason of a bona fide leave of absence approved by the Company. Notwithstanding the foregoing: (A) if the

Grantee’s status changes from Employee, Consultant or Non-Employee Director to any other status eligible to receive an

Award under the Plan, no Termination of Service shall occur for purposes of the Plan until the Grantee’s new status with the

Company and all Related Corporations terminates; (B) with respect to an RSU that is subject to Code §409A, “Termination of

Service” shall mean separation from service as defined in Treas. Reg. §1.409A-1(h); and (C) if a Grantee’s relationship is with

a Related Corporation and not the Company, the Grantee shall incur a Termination of Service when such corporation ceases to

be a Related Corporation, except as otherwise determined by the Committee, or as otherwise necessary to comply with Code

§409A (to the extent applicable).