This Non-Competition Agreement (this Agreement) is being executed and delivered as of September 2, 2021, by Praful Shah (Executive) in favor and for the benefit of RingCentral, Inc., a Delaware corporation, and its direct and indirect affiliates and subsidiaries (collectively the Company) (together, the Parties).
Executive was employed by the Company as its Chief Strategy Officer and signed an Employee Confidential Information and Invention Assignment Agreement with the Company dated April 23, 2009 (the Confidentiality Agreement), which Agreement is and shall continue to remain in full force and effect notwithstanding Executives resignation. During the course of Executives employment with the Company, and in connection with the performance of his duties with the Company, Executive had access to and received substantial amounts of confidential, proprietary, and trade secret information. Executive acknowledges that the Company has a substantial and reasonable interest in protecting the confidential, proprietary, and trade secret status of said information.
Executive will separate from employment with the Company effective September 14, 2021 (the Separation Date) and the Company wishes to ensure that, following the Separation Date, Executive continues to protect the confidential, proprietary, and trade secret status of the Companys information.
NOW, THEREFORE, in consideration of the mutual promises made herein the Parties agree as follows:
1. Effective Date. This Agreement shall be effective as of the Separation Date.
2. Consideration. If Executive complies with his obligations through the Non-Competition Period (as defined below), on August 20, 2022 Executive will vest in 13,995 shares subject to the restricted stock unit award granted to Executive effective as of the date Executive signs this Agreement (the Consideration RSU). For avoidance of doubt, Executive acknowledges and agrees that all other unvested equity awards held by him on the Separation Date will be forfeited on the Separation Date without consideration and that if he breaches his obligations under this Agreement or the Confidentiality Agreement he will forfeit the Consideration RSU.
3. Non-Competition. During the Non-Competition Period, Executive shall not, without the prior written consent of Company, directly or indirectly: (a) establish, engage in, conduct, or operate, anywhere in the Restricted Territory (as defined below), any Competing Business (as defined below); (b) be or become an officer, director, member, employee, consultant or advisor, or equity or debt holder of any Competing Business in the Restricted Territory; or (c) solicit or encourage any Business Relation to become any employee or consultant of a Competing Business (whether or not such Executive has had personal contact with such Business Relation); provided, that nothing in this Agreement shall prevent or restrict Executive from any of the following: (i) owning as a passive investment of less than 2.0% of the outstanding shares of capital stock or indebtedness of a corporation (whether public or private) that is a Competing Business, provided that Executive does not have the ability to, and does not seek to exercise any, control or otherwise influence the management or operations of such corporation; (ii) performing speaking engagements and receiving honoraria in connection with such engagements; (iii) being employed by any government agency, college, university or other non-profit research organization; or (iv) any activity consented to in advance in writing by the Company. If during the Non-Competition Period Executive accepts any employment, consulting engagement or other association with a Competing Business, Executive shall advise the Company in writing, including the name of the Competing Business, within 10 days.
For purposes of this Agreement:
Business Relation means anyone who is currently, or has in the twelve months prior to the Separation Date been, an employee, consultant, partner, or reseller of the Company.
Competing Business means any business or enterprise that develops, sells, operates, distributes, or otherwise provides products or services related to unified communications as-a-service (UCaaS), contact center as-a-service (CCaaS) or communications platform as-a-service (CPaaS), including messaging, video and phone communications. Executive acknowledges that the activities of the following companies and their subsidiaries and other affiliated companies constitute a Competing Business for purposes of this Agreement: 8x8, Amazon, Avaya, Cisco, Dialpad, Fuze, Genesys, TalkDesk, Five9, Google, LogMeIn, Microsoft, Mitel, Nextiva, Salesforce, Twilio, Vonage, and Zoom Video Communications.