AMENDMENT OF AWARDS
WHEREAS, Kaleyra, Inc. (the Company) has previously granted and is expected in the future to grant Giacomo DallAglio (Recipient) awards under the Companys 2019 Equity Incentive Plan (the EIP);
WHEREAS, all capitalized terms not otherwise defined herein shall be as defined in the EIP;
WHEREAS, the EIP in Section 7 provides that except as otherwise provided in an Award, in the event of a Covered Transaction in which there is an acquiring or surviving entity, (a) if an Award is not assumed by the acquiror or survivor in connection with a Covered Transaction or there is otherwise not a substitution of a new Award for the existing Award, the exercisability of the Award shall accelerate if the Award requires exercise and the delivery of shares shall accelerate for such Awards that are of Stock Units (including Restricted Stock Units), and the Award will terminate upon the consummation of the Covered Transaction, and (b) otherwise there shall be either an assumption or substitution of a new Award by the acquiror or survivor or an affiliate of the acquiror or survivor, but no provision for acceleration of the exercisability or delivery of shares; and
WHEREAS, the Administrator of the EIP would like to offer Recipient alternative vesting acceleration under the Awards previously granted or to be granted as described below.
THEREFORE, THE COMPANY AND RECIPIENT AGREE AS FOLLOWS:
1. Notwithstanding any existing provisions of the EIP or the notice of grant of an Award to the contrary, in the event of a Covered Transaction in which the Award (the Original Award) is assumed or substituted for with an equivalent Award by the successor corporation or a parent or subsidiary of such successor corporation, and Recipients employment is involuntarily terminated without Cause or the Recipient terminates employment for Good Reason within the twelve (12) months following the Covered Transaction, then 100% of the remaining unvested Award shall become vested and immediately exercisable for the duration of the exercise period otherwise applicable to such Original Award prior to the assumption or substitution under the EIP or notice of grant of the Award if the Award requires exercise, and 100% of the remaining undelivered shares shall be delivered for such Awards that are of Stock Units (including Restricted Stock Units).
2. For the purposes of this Amendment of Awards (the Amendment),
(a) Cause shall be limited to: (i) the Recipients indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) the Recipients gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Recipients refusal or willful failure to substantially perform his or her duties or to follow a material lawful