August 30, 2019
Mr. Douglas Kramer
c/o Cloudflare, Inc.
101 Townsend St.
San Francisco, CA 94107
Re: Confirmatory Employment Letter
Dear Mr. Kramer:
This letter agreement (the Agreement) is entered into between Douglas Kramer (you) and Cloudflare, Inc. (the Company or we), effective as of August 30, 2019 (the Effective Date), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
|1. || |
Title; Position. You will continue to serve as the Companys General Counsel. You also will continue to report to the Companys Chief Executive Officer and will perform the duties and responsibilities customary for such position and such other related duties as are lawfully assigned by the Companys Chief Executive Officer. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. You may engage in civic and not-for-profit activities as long as such activities do not interfere with the performance of your duties under this Agreement. By signing this Agreement, you confirm that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
|2. || |
Base Salary. As of the Effective Date, your annual base salary will be $545,000, which will be payable, less any applicable withholdings, in accordance with the Companys normal payroll practices. Your annual base salary will be subject to review and adjustment from time to time by the Companys Board of Directors (the Board) or its Compensation Committee (the Committee), as applicable, in its sole discretion.
To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to me.
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|By: || ||/s/ Matthew Prince|
| || ||Matthew Prince|
| || ||Chief Executive Officer|
|Agreed to and accepted:|
|/s/ Douglas Kramer|
|Dated: August 30, 2019|
[Signature Page to Confirmatory Employment Letter]