Offer Letter by and between Fastly, Inc. and Scott Lovett, dated May 16, 2024

Commission Program. In addition to your base pay, you will also be eligible to earn commissions under the applicable Global Sales Compensation Plan, as regularly updated and which will be provided to you (the “Sales Plan”). Whether you earn any commissions and the amount of any commission payments (if any) will be subject to the terms and conditions set forth in the

Sales Plan.  For example, if you are employed throughout the calendar year and you meet 100% of the targets, your initial annual overall commissions earnings would be $450,000 subject to any applicable deductions and subject to the terms of the Sales Plan. Annual commission target amounts are subject to proration based on time in role and any changes to target compensation.

Any commission payments will be paid subject to applicable payroll deductions and withholdings.  Payment of commissions is subject to the terms of the Sales Plan and the Company’s policy and rules. The Company reserves the right to amend, change or cease the Sales Plan at any time.

Equity Compensation. Equity can be a valuable part of your compensation package. Subject to the approval of the Company’s Board of Directors or its designated Committee (the “Board”), you will be granted an award of restricted stock units covering shares of the Company’s Class A common stock (“RSUs”) with a value of USD $9,000,000 (the “RSU Grant”).  The number of RSUs under the RSU Grant will be determined by the Board using the Company’s standard practices. 

This RSU Grant will vest as follows: one-fourth (25%) of the total RSUs will vest on the 15th day of the month (or next available trading day if the 15th falls on a day when the New York Stock Exchange is closed) in which you reach the one-year anniversary of your start date, with the remainder vesting in twelve equal quarterly installments thereafter (i.e., one-sixteenth (6.25%) of the total RSUs will vest per quarter), in each case subject to your continued service with the Company. This award will be subject to the provisions of the Company’s 2019 Equity Incentive Plan (the “Plan”) and related award agreement. In case of any conflict between the terms of this offer letter agreement and the Plan or any award agreement thereunder, the terms of the Plan and award agreement will control.

We believe in taking great care of our employees and regularly review our benefits to adapt to our workforce. You will be eligible to participate in all benefits which Fastly makes available to its regular full-time employees in accordance with the terms and conditions of the benefit plans and Company policies, including health insurance, dental insurance, paid time off, regular wellness days and family benefits.

Severance Plan. While the Company may change your position, reporting relationship, duties, compensation and work location from time to time at its discretion, you will be eligible to participate in the Company’s 2022 Change in Control and Severance Benefit Plan (approved June 15, 2022), a copy of which will be provided under separate cover.

Confidentiality, Arbitration and Policies. As a condition of your employment, you will be required to sign and comply with the Company’s standard Employee Confidential Information and Inventions Assignment Agreement (attached as Exhibit A). You are also required to acknowledge that you have reviewed and understand your rights under the Company’s Arbitration Agreement (attached as Exhibit B). In addition, you will be required to abide by all applicable Fastly policies and procedures as may be in effect from time to time, including but not limited to its employment policies, and from time to time you will be required to acknowledge in writing that you have reviewed and will comply with the Company’s policies.

By signing this letter, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create or appear to create a conflict of interest with respect to your loyalty or duties to the Company.  You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company.

Contingencies. This offer of employment, your employment and continued employment with the Company is contingent upon satisfactory results of background checks to be performed pursuant to your written authorization and satisfactory proof of your identity and right to work in the United States. You agree to assist as needed, and to complete any documentation at the Company’s request, to meet these conditions (including authorizing additional background checks requested during your employment).

Miscellaneous. This letter, together with Exhibit A & B, constitutes the complete and exclusive statement of your agreement with the Company regarding the terms of your employment with Fastly. It supersedes any other agreements or promises made to you by any party, whether oral or written. Except as provided herein, the terms of this offer letter agreement cannot be amended or modified without a written modification signed by a duly authorized officer of the Company (other than you).  The terms of this offer letter agreement are governed by the laws of the state in which you primarily work for the Company, without regard to conflicts of law principles. With respect to the enforcement of this offer letter agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this offer letter agreement, any ambiguity shall not be construed against either party as the drafter. This offer letter agreement may be executed in more than one counterpart, and signatures transmitted via PDF or DocuSign shall be deemed equivalent to originals.

After you have carefully reviewed this letter and decided to accept our offer, please sign and date it, and the enclosed documents (including Exhibit A and Exhibit B) and return them to us by the close of business on May 20th, 2024. Please note, this offer will expire if you do not return the signed documents by the date above or do not provide the requested authorization to perform a background check within 72 hours of receiving our request for such authorization.  We are very excited to have you join the Fastly team and are looking forward to the impact you will make here.

Sincerely,