September 5, 2020
I am excited to offer you a position as a director to serve on the Board of Directors (the Board) of DoorDash, Inc. (the Company). As part of this appointment, we are also pleased to offer you a position on the Companys Leadership Development & Compensation Committee. We appreciate your willingness to accept this position, and we look forward to your valuable contributions. This offer is subject to the successful completion of a background check to the Companys satisfaction, which will be initiated as soon as possible.
Following the effectiveness of your appointment as a member of the Board, and subject to Board approval, you will be granted an equity award of (i) 1,089 restricted stock units (RSUs) (an Initial Award) plus an award of 772 RSUs (an Annual Award). The Initial Award will be subject to the following vesting condition: a requirement that you provide service to the Company over approximately four years (the service-based requirement), which will be satisfied in equal monthly installments following a vesting commencement date established by the Board that is as soon as reasonably practicable following your appointment to the Board. The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of our annual meeting of stockholders that follows the date the Annual Award is granted, in each case, subject to you continuing to serve on the Board through the applicable vesting date. In addition, if the Company is subject to a change in control (as defined in the applicable Restricted Stock Unit Agreement) before your service terminates, both the Initial Award and Annual Award will vest.
We will also reimburse you for reasonable expenses that you incur in connection with attendance at meetings of the Board, or committees of the Board, in accordance with the Companys generally applicable reimbursement policies. We will review our reimbursement and compensation policies for Board members in the event of an initial public offering.
We plan to have at least one scheduled Board meeting each calendar quarter. As a Board member, you are responsible for attending these scheduled meetings plus the meetings of any Board committees on which you serve in person or, in the instances where in person attendance is not possible, by telephone.
In connection with your services to the Company, we expect that technical, business or financial information of the Company (Confidential Information) will be disclosed to you. To the extent that Confidential Information is not publicly known or not otherwise previously known by you without an obligation of confidentiality, you agree not to use (except in connection with your services to the Company) or disclose Confidential Information to any third party and to take reasonable steps to maintain the confidential nature of all Confidential Information.