Offer Letter between the Registrant and Omri Dahan dated June 9, 2011
June 9, 2011
Re: Employment Terms
Marqeta, Inc. (the Company) is pleased to offer you the position of Vice President of Business Development on the following terms.
1. Duties. You will be responsible for duties as are ordinary, customary and necessary in your role as VP. Business Development.
2. Compensation. Your initial base salary will be at an annual rate of $180,000 less payroll deductions and all required withholdings (Base Salary). Your compensation package (including, but not limited to, base salary and bonus) will be reviewed at the end of each calendar year as part of the Companys normal compensation review process. In addition, you will receive reimbursement for any travel expenses previously approved by the Chief Executive Officer in writing (including, but not limited to, electronic mail).
3. Stock Award. It will be recommended to the Companys Board of Directors that you be granted 470,500 shares1 of the Companys Common Stock (the Initial Grant), valued at the fair market value on the date of the grant. This grant will vest over four years, commencing on June 6, 2011 (the Vesting Commencement Date). Twenty-five percent (25%) shall vest the one-year anniversary of the Vesting Commencement Date and the remaining shares shall vest in equal monthly installments over the three years thereafter. The provisions of your stock grant shall be subject to the provisions of the Companys standard form of Stock Award Agreement and Equity Incentive Plan.
4. Standard Benefits. You will be paid semi-monthly and you will be eligible for the standard Company benefits, including, but not limited to, family medical care and disability insurance coverage. Details about these benefit plans will be available for your review as they are adopted. The Company may modify compensation and benefits from time to time as it deems necessary.
5. Rules and Policies. As a Company employee, you will be expected to abide by Company rules and policies as they are adopted and amended from time to time and sign and comply with the attached Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of the Companys proprietary information and solicitation of its employees and customers.
Equal to 2.75% of the Companys fully diluted capitalization, calculated to include 7,400,000 shares of Common Stock outstanding, 6,570,015 shares of Series A Preferred Stock outstanding immediately following the Series A financing and 2,688,272 shares of Common Stock reserved for future issuance pursuant to the Companys equity incentive plan.
6. Proprietary Information. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described. You agree that you will not bring onto the Companys premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.
7. At-Will Employment. Your employment at the Company is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.
8. Miscellaneous. This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with the Company. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. This letter agreement cannot be changed except in a writing signed by you and a duly authorized officer of the Company.
Please sign and date this letter, and return it to me if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start on June 6, 2011.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Chief Executive Officer
Attachment: Proprietary Information and Inventions Agreement