Nishan De Silva
May 1, 2015
any). No annual incentive compensation is guaranteed and, in addition to the other conditions for earning such compensation, you must remain an employee in good standing of the Company (or one of its Affiliates) on the scheduled annual incentive compensation payment date in order to be eligible for any annual incentive compensation. This annual incentive compensation program will be the only incentive compensation, commissions, or other bonus program that will apply to you.
4. Equity Award. Subject to approval by the Board, you will be granted an option to purchase 25,000 shares of the Companys common stock pursuant and subject to the Companys 2015 Equity Incentive Plan (the Plan) and the Companys standard form of stock option agreement (the Option). The Option shall be an incentive stock option to the extent permissible under Section 422 of the Internal Revenue Code of 1986, as amended (the Code) and will have an exercise price per share equal to the fair market value of one share of the Companys common stock as of the date of grant. The Option shall vest according to the following schedule: i) 12.5% (3,125 shares) of the Option shares shall vest on the six-month anniversary of the date upon which you first provide services to the Company pursuant to this Agreement, and ii) 1/48th of shares of the Option shares shall vest on the final day of each month thereafter, subject in each case to your continuous employment with the Company on each applicable vesting date(s).
5. Compliance With Proprietary Information Agreement and Company Policies. As a condition of employment, you shall sign and comply with the Employee Proprietary Information and Inventions Agreement (the Proprietary Information Agreement) which is attached as Exhibit A. In addition, you are expected to follow the policies and procedures of the Company and its Affiliates, as modified from time to time within the Companys or Affiliates discretion.
6. Protection of Third Party Information and Outside Activities.
(a) Third Party Information. In your work for the Company and its Affiliates, you will be expected not to make any unauthorized use or disclosure of any confidential information or materials, including trade secrets, of any former employer or other third party; and not to violate any lawful agreement that you may have with any third party. By signing this Agreement, you represent that you are able to perform your job duties within these guidelines, and you are not in unauthorized possession or control of any confidential documents, information, or other property of any former employer or third party. In addition, you represent that you have disclosed to the Company in writing any agreement you may have with any third party (e.g., a former employer) which may limit your ability to perform your duties to the Company or its Affiliates or which could present a conflict of interest with the Company or its Affiliates, including but not limited to disclosure (and a copy) of any contractual restrictions on solicitations or competitive activities.
(b) Outside Activities. Throughout your employment with the Company, you may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of your duties hereunder or present a conflict of interest with the Company or its Affiliates. Subject to the restrictions set forth herein, and only with prior written disclosure to and consent of the Board, you may engage in other types of business or public activities. The Board may withdraw such consent, if the Board determines, in its sole discretion, that such activities compromise or threaten to compromise the Companys or its Affiliates business interests or conflict with your duties to the Company or its Affiliates.
(c) Non-Competition. During your employment by the Company, you will not, without the express written consent of the Company, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company or its Affiliates; provided,