Confirmatory Offer Letter by and between the registrant and David Baszucki, dated as of March 3, 2021
March 3, 2021
Re: Confirmatory Employment Letter
This letter agreement (the Agreement) is entered into between David Baszucki (you) and Roblox Corporation (Roblox or the Company) effective as of February 21, 2021 (the Effective Date), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement amends and restates in its entirety the letter agreement entered into between you and the Company effective as of November 20, 2020 (the Prior Agreement).
1. Title; Position. Your position will continue to be our Founder, President, Chief Executive Officer and Chair, and you will continue to report to the Companys Board of Directors. This is a full-time position. While you render services to the Company, you agree that you will not engage in any other employment, consulting, or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
2. Cash Compensation. Your current annual base salary is $800,000, payable in accordance with the Companys standard payroll schedule. Effective as of the date the Companys registration statement on Form S-1 is declared effective by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, with respect to shares of the Companys Class A Common Stock to be traded on any established stock exchange or a national market system (the IPO Date), your annual base salary will be reduced to $0.
3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits, subject to satisfying any eligibility requirements. In addition, you will continue to be entitled to paid vacation in accordance with the Companys vacation policy, as in effect from time to time. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.
4. Equity Awards. You recently were granted an award of restricted stock units covering a maximum number of 11,500,000 shares of the Companys Class A Common Stock under the Companys Amended and Restated 2017 Equity Incentive Plan (the CEO Performance Award). The Company intends that the CEO Performance Award will be the exclusive cash and equity compensation that you will receive from the Company through 2027, unless there are unexpected changes in our business or other unforeseen factors that the Companys Board of Directors or its Compensation Committee determine would merit providing additional cash or equity compensation opportunities to you.
5. Severance. You and the Company entered into a Change in Control Severance Agreement effective as of November 20, 2020 (the Severance Agreement) and the Severance Agreement will remain in effect
in accordance with its terms following the Effective Date. Following the IPO Date, and for purposes of calculating any severance benefits pursuant to Section 3 of the Severance Agreement, references to Salary in the Severance Agreement will mean the greater of $800,000 or such amount determined in accordance with the definition of Salary set forth in the Severance Agreement.
6. Proprietary Information. Like all Company employees, you were required, as a condition of your employment with the Company, to sign the Companys standard At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the Confidential Information Agreement) and your acceptance of this Agreement confirms that the terms of the Confidential Information Agreement you previously signed with the Company still apply. The Company respects the right of every employer to protect its confidential and proprietary information. You therefore agree to continue to abide by the Companys strict policy that prohibits any employee from using, disclosing, or bringing with them from any prior employer any confidential information, trade secrets, proprietary materials, or processes of such former employers. You hereby represent that you have returned all property and confidential information belonging to any prior employers.
7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue to be at will, meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation, and benefits, as well as the Companys personnel policies and procedures, may change from time to time, the at will nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).
8. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, Protected Activity means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the Government Agencies). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidential Information Agreement to any parties other than the Government Agencies. You further understand that Protected Activity does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidential Information Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individuals attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
10. Interpretation, Amendment, and Enforcement. This Agreement along with the Confidential Information Agreement and the Severance Agreement constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations, or understandings (whether written, oral, or implied) between you and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company, or any other relationship between you and the Company (the Disputes) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.
To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company.
|By:||/s/ Mark Reinstra|
I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment except as specifically set forth herein.
|Date: March 3, 2021||/s/ David Baszucki|