Thomas A. West
June 24, 2019
Commencement Date, you will be required to repay a pro-rata amount of the after tax value of the Sign-on Bonus, based on the number of days you were not actually employed during such period. You are expected to make the Bay Area your primary residence within one month of your Commencement Date.
Your base salary, target bonus and Equity Awards will be reviewed in connection with the Companys annual compensation review in the first quarter of fiscal year 2020. Any adjustments in your compensation will be determined in the sole discretion of the Board of Directors or a committee thereof.
Subject to and following the commencement of your employment the Companys Board of Directors (the Board), shall grant you the equity awards as described on Exhibit A attached hereto at the closing sales price of the Companys Common Stock as quoted on The Nasdaq Stock Market on the date of grant (the Equity Awards). The Equity Awards will be subject to the terms and conditions of the Companys Equity Incentive Plan (the Plan) and your grant agreements.
If within one month before or within 12 months after the closing of a Change in Control (as defined below), your employment is either (A) terminated by the Company or a successor entity without Cause (defined below)(and not in connection with death or disability), or (B) terminated by you due to your resignation for Good Reason (defined below), provided that such termination constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a Separation from Service), then 100% of the i) then unvested shares subject to the time based stock options and time based restricted stock units held by you, and ii) then unvested performance based options where the performance metric or stock price metric, as applicable, has been achieved shall be fully vested. Notwithstanding the foregoing, as a pre-condition of the accelerated vesting referenced in the immediately preceding sentence, you will be required to timely sign, date and return to the Company (or its successor), and to not subsequently revoke, a general release of all known and unknown claims in the form provided to you by the Company.
In addition, you shall receive the Severance Benefits (as defined below) if at any time your employment is either (i) terminated by the Company or a successor entity without Cause (defined below) (and not in connection with death or disability), or (ii) terminated by you due to your resignation for Good Reason (defined below), provided that such termination constitutes a Separation from Service (as defined above).
For purposes of this letter agreement, the following definitions shall apply:
(1) Change in Control. Change in Control shall mean the following: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately