Employment Agreement, by and between the Registrant and Daniel Haley, dated August 22, 2019
August 22, 2019
This letter confirms our previous conversations regarding the employment opportunity available to you with Sprinklr, Inc. (the Company), and sets forth the terms and conditions of that employment.
The Company hereby offers you full-time employment as its General Counsel and Corporate Secretary commencing effective as of September 3rd, 2019 (the Start Date). You will report to Ragy Thomas, CEO, or his successor. During the period of your employment, you will (a) devote your entire working time at the direction of the Company or its affiliates, (b) use your best efforts to complete all assignments, and (c) adhere to the Companys lawful written procedures and policies in place from time to time.
Your initial base salary will be at the rate of $400,000 (Four Hundred Thousand Dollars) per year (the Base Salary), payable in cash in accordance with the Companys standard payroll schedule for salaried employees, subject to standard withholding and payroll taxes. In addition, you will be eligible to participate in the Companys annual variable compensation plan applicable to your role (the Incentive Bonus). You will receive further details on the Incentive Bonus when you commence employment, but the target annual Incentive Bonus will be $200,000 (Two Hundred Thousand Dollars). The Incentive Bonus is paid annually and will be prorated for your initial year of employment based on your Start Date.
The Company has established the Sprinklr, Inc. 2011 Equity Incentive Plan (as it may be amended and or restated from time to time, the Plan). The Companys Board of Directors has approved that you will be granted an option (the Option) to purchase 500,000 (Five Hundred Thousand) Shares (as defined in the Plan) which will have a vesting start date effective as of your Start Date. This Option shall become exercisable with respect to (i) twenty-five percent (25%) of the Shares underlying the Option on the earliest to occur of (x) a Change in Control (as defined in the Plan, except that for purposes of this paragraph only, an initial public offering (IPO) of the Companys stock shall be considered a Change in Control), (y) the termination of your employment by the Company without Cause (as defined in the Sprinkr, Inc. Severance and Change in Control Plan), or (z) the one-year anniversary of the vesting start date, and (ii) an additional 1/36th of the remaining Shares underlying the Option shall become exercisable on the first day of each calendar month after the one-year anniversary of the vesting start date, subject in each case to your continued service to the Company on each such vesting date. The Option will have a per Share exercise price equal to Fair Market Value (as defined in the Plan) as of the Options date of grant and, except as provided in this letter, will have such other terms and conditions consistent with the standard terms under such Plan.
The Company has established the Sprinklr, Inc. Severance and Change in Control Plan (effective May 1, 2019) (as it may be amended and or restated from time to time, the Severance Plan). The Company intends to make you a participant in the Severance Plan effective as of your Start Date. A copy of the Severance Plan is included with this offer letter. The Severance Plan may be revised from time to time at the discretion of the Companys Board of Directors.
During the period of your employment, you will work from your home in Wayland, MA, subject to your attendance at meetings at Company offices and/or at other locations.
During your employment with the Company you will be entitled to participate in all our then current customary employee benefit plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. The Company reserves the right to change or rescind its benefit plans and programs and alter employee contribution levels in its discretion.
By executing this letter, you agree that during the course of your employment with the Company and thereafter that you shall not use or disclose, in whole or in part, any of the Companys or its clients trade secrets, confidential and proprietary information, including client lists and information, to any person, firm, corporation, or other entity for any reason or purpose whatsoever other than (a) in the course of your employment with the Company with the prior written permission of the Companys Chief Executive Officer or Chief Financial Officer, or (b) as otherwise compelled by applicable law or rules of ethics applicable to you as an attorney. You also will be required to execute the Companys Non-Disclosure and Invention Assignment Agreement annexed to this letter (the NDA), the terms of which are in addition to the terms of this letter. By executing this letter, you represent and warrant to the Company that you have no agreement with, or duty to, any previous employer or other person or entity that would prohibit, prevent, inhibit, limit, or conflict with the performance of your duties to the Company.
This offer of employment with the Company is contingent upon (a) our satisfactory completion of reference and background checks, (b) proof of your authorization to work in the United States (which must be provided no later than three (3) days following the Start Date), and (c) your execution and delivery of the NDA. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry in clause (a) or received proof under clause (b), you will be deemed to be a conditional employee until those contingencies have been satisfied.
Although we hope that your employment with us is mutually satisfactory, employment at the Company is at will. This means that, just as you may resign from the Company at any time with or without cause, the Company has the right to terminate your employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Companys Chief Executive Officer or Chief Financial Officer, and such agreement is expressly acknowledged as an employment contract.
This letter together with the Severance Plan and the NDA contain the entire understanding between you and the Company, supersedes all prior agreements and understandings between you and the Company related to your employment, and is governed by the laws of the State of New York. This letter may not be modified, changed or altered except in writing signed by you and the Company.
We hope that you elect to accept this offer of employment. Please sign your name at the end of this letter to signify your understanding and acceptance of these terms and to confirm that no one at the Company has made any other representation to you. We welcome you and look forward to a successful journey together.
|/s/ Diane K. Adams|
|Diane K. Adams|
|Chief Culture and Talent Officer|
|Agreed to and Accepted by:|
/s/ Dan Haley
NON-DISCLOSURE AND INVENTION
As an employee of Sprinklr, Inc., any of its subsidiaries, affiliates or successors (collectively, the Company), and in consideration of the compensation now and hereafter paid to me, the undersigned (I) hereby agree as follows:
1. Maintaining Confidential Information
a. Company Information. I agree at all times during the term of my employment (if an employee) and thereafter to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Chief Executive Officer of the Company (the CEO) or the CEOs designee, any Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with my work for the Company. Proprietary Information shall mean any and all confidential and/or proprietary knowledge, data or information of the Company, including, without limitation, all trade secrets, proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs (including source code and object code), data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its clients, customers, consultants or licensees, in whatever form. Notwithstanding the foregoing, Proprietary Information shall not include (i) information which is at the time of disclosure, or which subsequently becomes through no fault of mine, generally available to the public; (ii) information which I received from third parties who were not under any direct or indirect obligation of confidentiality; and (iii) information which the Company has disclosed to third parties without any obligation of confidentiality.
b. Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Companys part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree during the term of my employment and thereafter, to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation (except as necessary in carrying out my work for the Company consistent with the Companys agreement with such third party) or to use it for the benefit of anyone other than for the Company or such third party (consistent with the Companys agreement with such third party) without the express prior written authorization of the CEO of the Company.
c. Ownership. I acknowledge and agree that the Proprietary Information constitutes valuable, special and unique assets of the Company, and that the Proprietary Information is and shall remain at all times the sole and exclusive property of the Company, and is vital to the successful operation of the Companys business.
2. Retaining and Assigning Inventions and Original Works
a. Inventions and Original Works Retained by Me. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment or engagement with the Company which relate to the Companys proposed or current business, products or research and development (the Company Business), which belong to me (collectively, the Prior Inventions) and which are not assigned to the Company; or, if no such list is attached, I represent that there are no such inventions. If in the course of my employment or engagement with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have an non-exclusive, royalty free, irrevocable, perpetual, or world-wide license to make, have made, sublicense, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.
b. Inventions and Original Works Assigned to the Company.
(i) I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and will transfer, convey, release and assign to the Company all my right, title, and interest, if any, in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am employed or engaged as a contractor by the Company and which relate to the Company Business.
(ii) If I have been employed or engaged by the Company for any period of time prior to the execution of this Agreement, by execution of this Agreement I hereby transfer, convey, release and assign to the Company all my right, title and interest, if any, in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets which relate to the Company Business and which I have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice, during the period of time that I have been employed with or engaged by the Company. The inventions, original works of authorship, developments, concepts, improvements or trade secrets referred to in Subsections (i) and (ii) above are collectively referred to as the Inventions.
(iii) I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment or engagement and which are protectable by copyright are works made for hire, as that term is defined in the United States Copyright Act.
c. Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States government or any of its agencies.
d. Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Companys expense, in every proper way to secure and enforce the Companys rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.
3. Returning Company Documents. I agree that, at the time of leaving the employ or engagement of the Company for whatever reason or circumstance, I will deliver to the Company (and will not keep in my possession or deliver to anyone else) any and all Proprietary Information as well as any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items, belonging to the Company, its successors or assigns. In the event of the termination of my employment or engagement, I agree to promptly sign and deliver to the Company a certificate confirming my compliance with all terms of this Agreement in a form reasonably satisfactory to the Company.
4. Representations; Covenants.
a. Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement (i) to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by or engagement with the Company, or (ii) to assign Inventions to any former employer or any other third party. I will not disclose to the Company or use on its behalf any confidential information belonging to others. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.
b. Restrictive Covenants. Because of the trade secret subject matter of the Companys business, I agree that during the term of my employment with the Company or its affiliates and for a period of six (6) months thereafter, I will not directly or indirectly solicit the services of any of the employees, consultants, suppliers or customers of the Company, nor will I encourage any such person to end their relationship with or to reduce or cease
doing business with Company. In addition, I will not during the term of this Agreement and for a period of three (3) months thereafter, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by the Company. The provisions of this Section 4(b) shall not be interpreted as violating and ethical rules or rules of professional conduct to which I may be subject as an attorney, and to the extent any such rules would be violated by the terms of this Section 4(b), this Section 4(b) shall be deemed to have been modified to the minimum extent necessary to avoid a violation of such rules, if any.
5. Equitable Relief. I agree that it would be impossible or inadequate to measure and calculate the Companys damages from any breach of the covenants set forth in Sections 1, 2 and/or 3 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.
6. General Provisions
a. Employment/Engagement at Will. This Agreement is not an employment agreement. I understand that the Company may terminate my employment at any time, with or without cause, subject to the terms of any separate written agreement duly executed by both parties.
b. Acknowledgment. I acknowledge that I have had the opportunity to consult legal counsel in regard to this Agreement, that I have read and understood this Agreement, that I am fully aware of its legal effect, and that I have entered into it freely and voluntarily and based on my own judgment and not on any representations, understandings, or promises other than those contained in this Agreement.
c. Governing Law. This Agreement will be governed by the laws of the State of New York without giving effect to the conflicts of law principles thereof. Each party hereby irrevocably and unconditionally consents to submit to the jurisdiction of the state courts of the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement. The prevailing party in any litigation hereunder shall be entitled to recover all of its legal costs (including without limitation, legal fees and expenses and court costs) in connection with such action.
d. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
e. Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable by a court of competent jurisdiction, then the remaining provisions will continue in full force and effect.
f. Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
g. Survival; Notification. The provisions of this Agreement shall survive any termination of the employment or consulting relationship between myself and the Company, regardless of the reason for such termination. The Company may notify anyone employing or engaging me at any time of the provisions of this Agreement.
|/s/ Dan Haley||Date:||8/22/2019|