February 16, 2021
Dear Ali El-Siblani,
This offer letter sets forth the terms of your employment with Desktop Metal, Inc. (the “Company”) effective as of consummation of the closing of the Transaction (defined below). In connection with the transactions contemplated by that certain Purchase Agreement and Plan of Merger (the “Transaction”) by and among the Company, Envisiontec Merger Sub, Inc., Envisiontec US LLC, Envisiontec, Inc., Gulf Filtration Systems, Inc., 3dbotics, Inc., and yourself, dated as of January 15, 2021 (the “Purchase Agreement”), we are excited to make you the following job offer for the position of Chief Executive Officer of EnvisionTEC US LLC, President and Chief Executive Officer of 3dbotics, Inc. and President and Chief Executive Officer of Envisiontec GmbH, each of which will be a wholly-owned subsidiary of the Company following the closing of the Transaction (the “Closing”). This offer will become effective on as of consummation of the Closing and if the Transaction is terminated prior to Closing for any reason, this offer will be null and void and of no force or effect. The specific terms of your employment with the Company are set forth below.
As Chief Executive Officer of EnvisionTEC US LLC, President and Chief Executive Officer of 3dbotics, Inc. and President and Chief Executive Officer of Envisiontec GmbH, you shall report directly to the Chief Executive Officer of the Company and have such responsibilities, duties and authority normally associated with the chief executive officer of a principal division of the Company, along with such additional responsibilities, duties and authority as may from time to time be assigned to you by the Chief Executive Officer of the Company. You shall devote substantially all of your working time and efforts to the business and affairs of the Company (which shall include service to its subsidiaries) and shall not engage in outside business activities (including serving on outside boards or committees) without the consent of the Chief Executive Officer of the Company, provided that, you shall be permitted to (i) own, manage and operate RegenFix LLC and Sibco Europe Ltd. UK (the “Permitted Exclusions”), (ii) manage your personal, financial and legal affairs (which, for the avoidance of doubt, shall include any activities in connection with or related to your other business enterprises as long as such business enterprises do not offer products or services that are competitive with the products or services offered by the Company or any of its Subsidiaries), (iii) participate in trade associations, and (iv) serve on the board of directors of not-for-profit or tax-exempt charitable organizations or, with the consent of the Board, the board of directors of non-competitive for-profit businesses, in each case, subject to compliance with this offer letter and provided that such activities do not materially interfere with your performance of your duties and responsibilities hereunder. You agree to observe and comply, in all material respects, with the reasonable rules and policies of the Company and its subsidiaries as adopted from time to time (to the extent they do not conflict with the terms of this offer letter), in each case, as amended from time to time, and as delivered or made available to you.
The position we are offering is at a base salary of $395,000 annually, which will be paid in accordance with the Company’s standard payroll procedures. You will also be eligible to receive an annual cash performance bonus (each an “Annual Bonus”) at a target level of at least $197,500 (with the actual annual cash bonus to be determined by the Board of Directors of the Company or an authorized committee thereof (in either case, the “Board”) or the Chief Executive Officer of the Company based upon the achievement of individual and company performance goals). The payment of any Annual Bonus pursuant to the incentive program shall be subject to your continued employment with the Company through the date of payment of the applicable bonus. You will also receive an initial equity incentive award pursuant to a separate award agreement (the “Initial Equity Incentive Award”), with such Initial Equity Incentive Award to be granted upon effectiveness of the Company’s Form S-8 Registration Statement to be filed with the SEC. The Initial Equity Incentive Award will be granted pursuant to the Company’s 2020 Incentive Award Plan and shall be in an amount to be determined by the Board taking into account annual equity incentive compensation opportunities available to similarly situated executives at peer group companies.