March 12, 2021
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the Company)1, dated May 11, 2020 (the Prior Agreement) effective March 1, 2021.
You will continue to work in the role of General Counsel, reporting to the Companys Chief Executive Officer.
1. Cash Compensation. In this position, the Company will pay you an annual base salary payable in accordance with the Companys standard payroll schedule. Your pay will be periodically reviewed as a part of the Companys regular reviews of compensation.
2. Employee Benefits. You will continue to be eligible to participate in a number of Company- sponsored benefits to the extent that you comply with the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice. In addition, you will be entitled to paid vacation in accordance with the Companys vacation policy, as in effect from time to time.
3. Termination Benefits. You will continue to be eligible to receive change in control and severance payments and benefits under the Change in Control and Severance Agreement (the Severance Agreement) between you and the Company, dated March 12, 2021, attached to this offer letter as Exhibit A.
4. Confidentiality Agreement. By signing this letter agreement, you reaffirm the terms and conditions of the Employee Proprietary Information, Inventions and Arbitration Agreement by and between you and the Company.
5. No Conflicting Obligations. You understand and agree that by signing this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Companys policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.
6. Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company. In addition, while you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
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Any reference to the Company will be understood to include any direct or indirect subsidiary of the Company that employs you, including Compass, Inc.