Offer letter by and between Quanergy Systems, Inc. and Enzo Signore dated June 11, 2019
Exhibit 10.18
June 11, 2019
Mr. Enzo Signore
12138 Scully Avenue
Saratoga, CA 95070
Dear Enzo,
On behalf of Quanergy Systems, Inc. (the Company), I am pleased to extend an offer of employment to you as Chief Marketing Officer, reporting to our Chief Executive Officer, Dr. Louay Eldada. Your salary will be $220,000 annually, to be paid in accordance with the Companys regular payroll practices.
Performance appraisals will be made periodically, and, when appropriate, your salary rate and your stock option position will also be reviewed relative to your performance and our then-current salary compensation and equity structures. Please note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary.
As an employee of the Company, you will also be eligible to participate in the Companys 2013 Stock Incentive Plan (the Plan). Subject to the approval of the Board of Directors of the Company (the Board) and the provisions of the Plan, you will receive an option to purchase 40,000 shares of Common Stock of the Company (the Shares), at a per share purchase price determined by the Board to be the fair market value of the Common Stock at the time of grant. The Shares subject to the option shall vest over a four (4) year period, such that 25% of the Shares shall vest on the one (1) year anniversary of your start date, and 1/48th of the Shares subject to the option shall vest monthly thereafter on the last day of the month, so that the option will be fully vested and exercisable four (4) years from your start date, provided that you are still employed at the time of any such vesting. Vesting will commence on the first day of employment with the Company. The option and the Shares subject to the option will be subject to the provisions of the Plan and a Stock Option Agreement to be entered into by you and the Company, and will be subject to dilution when and if additional investments are made or received by the Company.
Personal Time Off (PTO) is earned on a pro-rated basis during each calendar year of employment. You will be able to accrue and use PTO during current and subsequent years of employment in accordance with the companys PTO policy.
You will also be eligible to enroll in the Companys standard employee benefit plans, including vacation, health plans, and other benefit programs as they are adopted by the company. You should note that the Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. We will provide you more information regarding these plans upon your request.
You acknowledge that you are not a party to any agreement that in any way prohibits or imposes any restriction on your employment with the Company, and, your acceptance of this offer will not breach any agreement to which you are a party. You will provide the Company with copies of any relevant employment-related agreements with any former employer, including any non-
compete agreement that you may have with another company. We also wish to emphasize that we are hiring you because we believe that you have general skills and experience that will benefit the Company. We are not hiring you to acquire any proprietary or confidential information of your prior employers, and ask that you not bring any such information with you.
I have also enclosed our standard Employee Confidential Information and Inventions Assignment Agreement, which you are required to sign as a condition of your employment. Upon your acceptance of this offer, please return to me a signed copy of that agreement.
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause. We request that, in the event of your resignation, you give the Company at least two weeks notice.
The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer is therefore contingent upon a clearance of such a background investigation and/or reference check, if any.
For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.
You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.
In the event of any dispute or claim relating to or arising out of our employment relationship, this agreement, or the termination of our employment relationship (including, but not limited to, any claims of wrongful termination or age, sex, disability, race or other discrimination), you and the Company agree that all such disputes shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, and we waive our rights to have such disputes tried by a court or jury. However, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the Companys trade secrets or proprietary information.
Our entire team is eager to welcome you to Quanergy Systems and I personally look forward to working together with you to build our company. To indicate your acceptance of the Companys offer, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. If you accept our offer, your first day of employment will be on July 8, 2019. This letter, along with the Employee Confidential Information and Inventions Assignment Agreement, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you. This offer of employment will terminate if it is not accepted, signed and returned to me by 5pm PT on June 14, 2019.
(Remainder of this page is intentionally left blank)
-2-
482 MERCURY DRIVE * SUNNYVALE * CA * 94085 * PH: 408 ###-###-#### * FX: 408 ###-###-####
If you have any questions in the interim, please call me at ###-###-####.
Sincerely, |
/s/ Louay Eldada |
Louay Eldada, Ph.D. |
CEO & President |
ACCEPTED & AGREED: |
/s/ Enzo Signore |
Enzo Signore |
Quanergy Systems, Inc. 482 Mercury Drive Sunnyvale, CA 94085 | CONFIDENTIAL |
###-###-#### ###-###-#### www.quanergy.com |
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by Quanergy Systems, Inc. (Company), and the compensation paid to me now and during my employment with the Company, I agree to the terms of this Agreement as follows:
[Signature page follows]
This Agreement shall be effective as of the first day of my employment with Company.
EMPLOYEE: | COMPANY: | |
I HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT LEGAL COUNSEL. | ACCEPTED AND AGREED: | |
/s/ Enzo Signore | /s/ Louay Eldada | |
(Signature) | (Signature) | |
By: Enzo Signore | By: Louay Eldada | |
Title: CMO | Title: President and Chief Executive Officer | |
Date: June 12, 2019 | Date: June 11, 2019 | |
Address: 12138 Scully Ave, Saratoga, CA 95070 | Address: 482 Mercury Drive. Sunnvvale. CA 94085 |
EXHIBIT A
INVENTIONS
1. Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 2.2 of the attached Employee Confidential Information and Inventions Assignment Agreement, defined herein as the Agreement):
☒ | None |
☐ | See immediately below: |
|
|
2. | Limited Exclusion Notification. |
THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Companys equipment, supplies, facilities or trade secret information, except for those Inventions that either:
a. Relate at the time of conception or reduction to practice to Companys business, or actual or demonstrably anticipated research or development; or
b. Result from any work performed by you for Company.
To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.
A-1