Employment Letter Agreement with Christopher Wheaton dated as of August 20, 2019

Contract Categories: Human Resources - Employment Agreements
EX-10.1 2 bsqr-ex101_7.htm EX-10.1 bsqr-ex101_7.htm

August 20, 2019

Exhibit 10.1



Christopher Wheaton

1621 2nd Street

Kirkland, WA  98033


Dear Chris:


BSQUARE Corporation is pleased to extend to you an offer of employment as the company's Chief Financial Officer. We look forward to working with you and to the contributions you will make at Bsquare.


You will report to Ralph Derrickson, Chief Executive Officer.  Your principal place of employment will be at our headquarters, currently Bellevue, Washington, with business travel as needed to meet the responsibilities of your role. This offer is based on a start date of September 9, 2019, unless you and the company decide on a different mutually-acceptable start date (the "Start Date").


Transition Period and Base Pay


During the period from September 9, 2019 through September 29, 2019 (“Transition Period”), you will be expected to work 3 days per week.  Your annual salary during this Transition Period will be paid bi-weekly, in accordance with our normal payroll procedures, at a rate equivalent to an annual salary of $165,000, less applicable tax and other withholdings.  


Effective September 30, 2019 you will begin working on a full-time basis and you will be paid bi-weekly, in accordance with our normal payroll procedures at a rate equivalent to an annual salary of $275,000 (“Base Salary”), less applicable tax and other withholdings, subject to review annually.


You will be an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, subject to certain Bsquare stock trading restrictions and SEC reporting requirements.


Bonus Plan


You will be eligible to participate in our Annual Bonus Plan ("ABP"). Commencing in 2019, your annual bonus potential will be $100,000.00 at 100% achievement, pro rated based on your Start Date. The ABP is structured such that no bonuses are paid until Bsquare achieves certain financial targets and you achieve individual objectives that you and the CEO will agree upon. Bonuses are paid annually, by March 15 following the close of our fiscal year, and are payable at the sole discretion of the Compensation Committee of Bsquare's Board of Directors (the "Board"). You must remain continuously employed by the company through the end of the calendar year to be eligible to receive any bonus payout for that calendar year, except as otherwise specifically set out below.

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You will be eligible to participate in the employee benefit plans and programs generally available to our employees. These plans and programs are subject to our policies in effect from time to time, as well as the eligibility and other terms of these plans and programs. Currently they include:



group medical, dental, and vision coverage;


life insurance and short- and long-term disability benefits, subject to waiting periods;


401(k) retirement plan with company matching contributions;


Employee Assistance Program and Emergency Travel Assistance Program;


Paid Time Off (PTO) to be initially accrued at 5.54 hours per pay period, which is equivalent to 18 days per year; and


Ten (10) Company-paid holidays and two (2) floating Company-paid holidays per calendar year.