April 26, 2016
Mr. Adriel G. Lares
[Address intentionally omitted]
Re: Employment Terms
On behalf of Fastly, Inc. (Fastly or the Company), we are pleased to offer you the position of Chief Financial Officer in Fastlys San Francisco office under the terms set forth in this letter.
Duties and Reporting Relationship. You will report to Artur Bergman, CEO. You may be asked to perform other duties as our business needs dictate. Of course, the Company may change your position, reporting relationship, duties and work location from time to time in its discretion.
Base Salary. Your initial base salary will be at an annual rate of $325,000, subject to applicable deductions and withholdings, and paid on the Companys normal payroll schedule. As a full-time, salaried, exempt employee you will be expected to work the Companys normal business hours and additional hours as required by your job duties, and you will not be eligible for overtime pay. The Company retains discretion to modify your compensation from time to time.
Bonus. You will have the same opportunity to participate proportionately in bonus plans and arrangements as Fastlys other senior executives and your compensation will be reviewed when Fastly generally reviews the compensation of its other senior executives.
Standard Benefits and Paid Time Off. You will be eligible to participate in all benefits which Fastly makes generally available from 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 and holidays. The Company reserves the right to modify or cancel any or all of its benefit programs at any time. Further details about Fastlys benefit plans are available for your review in the benefit Summary Plan Documents.
Equity Compensation. Subject to the approval of the Companys Board of Directors (the Board), you will receive an option to purchase 1,456,497 shares of the Companys common stock (the Option). The per unit exercise price will be equal to the per unit fair market value as of the date of the grant, as determined by the Board pursuant to the Companys 2011 Equity Incentive Plan (the Plan). The Option will vest over a four-year term under which one-quarter of your Option will vest after twelve months of employment and the remainder of the Option will vest in thirty-six equal monthly installments thereafter, provided that you remain in continuous service with the Company during this time. If granted, any such Option shall be subject to the provisions of the Plan and applicable grant agreement. In addition, the Option, if granted, and any other options granted to you shall be subject to 100% double trigger acceleration substantially as provided in the Companys standard Change of Control and Retention Agreement, a copy of which will be provided under separate cover. For your reference, the Companys most recent 409A valuation of its Common Stock was $1.18 per share, and the Companys Series D Preferred Stock was sold by the Company at $3.2250 per share.
Separation. In the event you are terminated without cause or resign with good reason you will receive a lump sum payment equal to six (6) months of your base salary and the Company will pay for the continuation of your benefits for six (6) months, subject to your execution and non-revocation of a release of claims in form and substance acceptable to the Company. In addition, in the event you are terminated without cause or resign with good reason within the first twelve months of your employment, one forty-eighth (1/48) of the Option will vest for each month of your employment, subject to your execution and non-revocation of a release of claims in form and substance acceptable to the Company.