Offer Letter for James M. Kempton

This is a full-time, exempt position with a salary of $ 11,458.34 per semi-monthly pay period, or when annualized $275,000.00 per year.

Vacation accrual to begin at twenty-five (25) days annually and follow company policy.

You will be eligible for a discretionary annual cash bonus of $40,000.00.  This annual amount, which is measured and paid quarterly, is a discretionary cash bonus and will be effective for the fourth quarter of 2021, which represents one quarter or $10,000.00. You are required to have active employment in good standing (i.e., continue to work productively and not resign or commit any act that would constitute “cause,” as determined by the Company) as of the last day of the last full payroll period each quarter to earn and receive payment.

You will be eligible to participate in Smith Micro’s discretionary Corporate Incentive Bonus program beginning with our fourth quarter, which begins October 1, 2021.  Your annual target bonus amount is $100,000.00, and your actual bonus earned will be calculated and paid quarterly based upon the corporation’s achievement of set goals for revenue and operating expense.  Note that your fourth quarter bonus amount may be prorated based on your actual start date of employment.

Equity:

Sign-on grant of 20,000 immediately vested shares pursuant to the Company’s 2015 Omnibus Equity Incentive Plan, as amended (the “Plan”).

Subject to annual compensation committee approval, targeted annual restricted stock award (RSA) grant of 100,000 restricted shares pursuant to the Plan.  RSAs are typically subject to time-based and performance-based vesting.

The details, terms, and conditions of your grants, including vesting provisions as applicable, will be included in the applicable award agreement executed pursuant to the Plan.  The award agreement associated with your initial sign-on grant will be provided to you within 30 days of the date on which your employment with the Company begins.  

As authorized by you, the completion of a background check and pre-employment drug test with satisfactory results.

As required by law, your ability to provide satisfactory documentary proof of your identity and right to work in the United States of America no later than the third day after you commence working for the Company.  Please let me know if you need a list of acceptable USCIS Form I-9 documentation.

Your signed agreement to, and ongoing compliance with, the terms of our standard Employee Proprietary Information and Inventions Agreement without modification.

Your return of a copy of this letter, after being signed by you without modification, as instructed no later than 10/8/2021, after which time this offer will expire.  By signing and accepting this offer, you represent and warrant that you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may be an impediment to your employment with, or your providing services to, the Company, as its employee.  If you accept employment, you may not either bring onto Company premises or use in any manner any confidential or proprietary information developed, used or disclosed to you while you were employed by any company or entity.