This Employment Agreement (the Agreement) is entered into on March 8, 2021 (the Effective Date) by and between DigitalOcean Holdings, Inc. and DigitalOcean, LLC (collectively, the Company) and Yancey Spruill (the Executive) (collectively, the Parties).
WHEREAS, the Company and Executive desire to set forth the terms upon which the Executive will continue Executives employment with the Company;
WHEREAS, the Company and Executive are parties to an offer letter, dated July 3, 2019 (the Existing Agreement);
WHEREAS, the Company and Executive desire to supersede and replace the Existing Agreement with the below terms;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Employment by the Company.
1.1 Position. As of the Effective Date, Executive shall serve as the Companys Chief Executive Officer. Executive shall perform such duties as are required by the Companys Board of Directors (the Board) to whom Executive will report, or by such other person(s) as the Board may designate. During the term of Executives employment with the Company, Executive will devote Executives best efforts and substantially all of Executives business time and attention to the business of the Company, except for approved time off permitted by the Companys general employment policies.
1.2 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Agreement shall control.
2.1 Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of Five Hundred Fourteen Thousand Dollars ($514,000) per year (as modified from time-to-time, the Base Salary), subject to standard payroll deductions and withholdings and payable in accordance with the Companys regular payroll schedule.
2.2 Annual Bonus. Executive will be eligible for an annual discretionary cash bonus of up to one hundred percent (100%) of Executives Base Salary (the Annual Bonus). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board (or the Compensation Committee of the Board) based upon the Companys and Executives