Offer Letter, dated August 16, 2019, between the Registrant and Pai Liu
One Sansome St. 40th Floor
San Francisco, CA 94104
August 16, 2019
Dear Pai Liu:
ContextLogic, Inc. (the Company or Wish) is pleased to offer you employment on the following terms:
Position. Your initial title will be Director, Data Science. This is a full-time position. In this position, you will be expected to perform such duties and exercise such responsibilities as are assigned from time-to-time. In carrying out these duties and responsibilities, you shall comply with all policies, procedures, rules and regulations, both written and oral, as are provided by the Company from time-to-time and to carry out said duties and responsibilities in a diligent, faithful and honest manner.
Compensation. The Company will pay you a starting base salary of $275,000 per year, payable in accordance with the Companys standard payroll schedule. This salary will be subject to adjustment pursuant to the Companys employee compensation policies and procedures in effect from time to time.
Signing Bonus: This offer includes a signing bonus in the amount of $50,000, which will be paid to you within 30 days of your start date. If you voluntarily leave the Company before the one-year anniversary of your start date, you agree to repay the Company the full net amount of the signing bonus within 30 days of your separation date.
Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits, including our group health insurance plan, in accordance with the applicable plan documents and policies. The Company reserves the right to modify or discontinue such benefit plans in its sole discretion. In addition, you will be eligible to participate in the Companys paid time off policy, as in effect from time to time. A copy of the current paid time off policy will be provided to you upon hire and any subsequent versions will be posted on the Companys wiki/intranet.
Restricted Stock Units. Subject to the approval of the Companys Board of Directors or its Compensation Committee, you will be granted an award of Restricted Stock Units (RSUs) for that number of shares of the Companys Common Stock equal to $2,000,000 divided by the value of one share of the Companys most senior Preferred Stock pursuant to the last round of preferred stock financing. The RSUs will be subject to the terms and conditions applicable to RSUs granted under the Companys 2010 Stock Plan, as amended (the Plan), as described in the Plan and the applicable Restricted
Stock Unit Agreement. The RSUs vest based on (i) a time-based requirement with respect to your service with the Company, and (ii) a liquidity requirement, both of which must be satisfied prior to the expiration of the RSUs. The time-based requirement may be satisfied with respect to 25% of the RSUs after 12 months of your continuous service with the Company, and may be satisfied with respect to the balance of the RSUs in equal monthly installments over the next 3 years of continuous service, as described in the applicable Restricted Stock Unit Agreement. Note that, if you do not remain employed through the vesting date, you will not qualify to receive RSUs, in accordance with the terms of the Stock Plan. The liquidity event may be satisfied upon either the occurrence of an initial public offering of the Companys Common Stock or a sale of the Company in which the Companys stockholders receive cash or marketable securities. Should the Company be unable to grant you RSUs, the Board of Directors or its Compensation Committee may, as determined in its sole discretion, grant you a reasonable equivalent, such as stock options or restricted stock.
Confidential Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Companys standard Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Exhibit A. We also want to make clear that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary information of any former employer or other entity or to violate any other obligations you may have to any former employer or other entity. By signing this agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prevent you from performing your duties for the Company.
Conflicts of Interest. During your employment, you agree not to engage in any employment, business, or activity that is in any way competitive with the business or proposed business of the Company, which materially interferes with the performance of your job duties, or creates a conflict of interest. You may request (and submit to Wish for approval) an Outside Activity Disclosure Form from ***@*** to disclose any outside employment, business, or activity in which you intend to engage during employment with Wish. Failure to make disclosures is considered a material representation that you are not engaged or associated with any such outside activities at the beginning of employment. You will be responsible for complying with Wishs Conflict of Interest Policy, including updated disclosures of such outside activities, at all times during employment.
Employment Relationship. Employment with the Company is at-will. This means that you have the right to resign and the Company has the right to terminate your employment at any time, for any or no reason, with or without cause, and with or without notice. Any contrary representations that may have been made to you are superseded by this letter agreement. This, along with the Confidential Information and Invention Assignment Agreement, is the full and complete agreement between you and the Company on this term. Although your job duties, title, responsibilities, compensation and benefits, as well as the Companys personnel policies and procedures, may change from time to time, the at will nature of your employment may only be changed in an express written agreement signed by you and the CEO of the Company.
Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.
Interpretation, Amendment and Enforcement. This letter agreement and the accompanying exhibits, including the Confidential Information and Invention Assignment Agreement, along with documents related to your Equity Grants, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior between you and the Company. This letter agreement may only be amended by an authorized officer of the Company.
Arbitration of Disputes. The Company and I mutually consent to the resolution by arbitration, under the applicable rules of JAMS (which are available at jamsadr.com, or from the Company upon my request), of all claims (common law or statutory) that the Company might have against me, or that I may have against the Company, its affiliated companies, the directors, employees or agents of any such company, and all successors and assigns of any of them. The Company and I waive the right to have a court or jury trial on any arbitrable claim. The Federal Arbitration Act shall govern this arbitration agreement, or if for any reason the FAA does not apply, the arbitration law of the state in which I rendered services to the Company. Notwithstanding any provision of the JAMS Rules, arbitration shall occur on an individual basis only, and a court of competent jurisdiction (and not an arbitrator) shall resolve any dispute about the formation, validity, or enforceability of any provision of this arbitration agreement. I waive the right to initiate, participate in, or recover through, any class or collective action. To the maximum extent permitted by law, the arbitrator shall award the prevailing party its costs and reasonable attorneys fees; provided, however, that the arbitrator at all times shall apply the law for the shifting of costs and fees that a court would apply to the claim(s) asserted. Nothing in this arbitration agreement prevents me from filing or recovering pursuant to a complaint, charge, or other communication with any federal, state or local governmental or law enforcement agency. This arbitration agreement shall remain in effect notwithstanding the termination of my association with the Company.
Contingencies. This offer is contingent upon proof of identity and work eligibility, which must be submitted to the Company within 72 hours of your start date. Your continued employment with the Company is contingent upon you remaining authorized to work in the United States for Wish. The Company reserves the right to conduct background, credit and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon clearance of such background, credit and/or reference checks. Your employment is also contingent on your starting work with the Company on or before September 16, 2019.
We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating this letter agreement and the enclosed exhibit, and returning them to me. This offer, if not accepted, will expire at the close of business on August 23, 2019.
If you have any questions, please contact your recruiter.
Very truly yours,
/s/ Piotr Szulczewski
I have read and accept this employment offer:
/s/ Pai Liu