Employment Offer Letter, dated October 15, 2018, by and between Vroom, Inc. and David K. Jones
October 15, 2018
David K. Jones
11 Deputy Minister Drive
Colts Neck, NJ 07722
delivered via email to ***@***
Congratulations this is where the rubber meets the road! We are pleased to extend you the following offer of employment with Vroom, Inc. (Vroom or the Company). We believe that you have the personal and professional qualities to contribute to Vrooms continued success. This letter sets forth the terms of your offer.
Position: Chief Financial Officer, reporting to Paul Hennessy, CEO. You will also be an Officer of the Company and have the fiduciary duties that are commensurate with that position.
Start Date: Your first day of employment will be as soon as possible, to be determined upon acceptance.
Location: Your home office will be in New York, NY. Your regular work hours will vary as required by the needs of the business.
Salary: Your gross annual salary will be $500,000, payable bi-weekly on Fridays. Your role is currently classified as exempt. Therefore, you are exempt from the overtime provisions of the Fair Labor Standards Act (FLSA).
Annual Incentive: This position is eligible for participation in Vrooms Incentive Bonus Plan. This plan is based upon Vrooms achievement of its business plan, as well as your success against personal performance goals.
Your annual target bonus is 50% of your base salary.
For the 2018 plan year, Vroom will guarantee payment of the prorated portion of your bonus target on or before April 15, 2019.
For the 2019 plan year, Vroom will guarantee payment of no less than one half of your target bonus amount on or before April 15, 2020.
Payments are generally made on or before the end of the first quarter following the relevant performance year. No part of any bonus is earned unless you are actively employed by Vroom on the date the bonus is to be paid.
The details of Vrooms Incentive Bonus Plan will be governed and outlined in a plan document that you will receive once you begin employment.
Sign on / Onboarding Bonus:
Vroom agrees to pay you a sign-on bonus totaling $250,000 on the earliest practical payroll date immediately following 90 days of continuous employment.
Vroom further agrees to pay you an additional bonus totaling $150,000 on the earliest practical payroll date following fifteen (15) months of employment.
For Cause means Vrooms good faith determination that the employee has: 1) committed any act constituting financial dishonesty against Vroom or its Subsidiaries; (ii) engaged in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith, would (A) adversely affect the business or prospective customers, suppliers, lenders and / or other third parties with whom such Vroom does or might do business; or (B) expose the Vroom or any of its subsidiaries to a risk of civil or criminal legal damages, liabilities, or penalties; (iii) engaged in or committed any misconduct, violation of the Vrooms written policies, including Vrooms Employee Handbook, or committed non-performance of duty in connection with the business affairs of the Vroom or its subsidiaries; or (iv) breached any agreement, including without limitation, this Agreement and any agreement relating to non-competition, non-solicitation or confidentiality.
You agree to repay to Vroom a prorated amount of the bonus received if you voluntarily terminate your employment or are terminated for Cause* within two calendar years of each respective payment date. You will be required to sign Vrooms standard Sign on Bonus Agreement and will be subject to the terms and conditions set forth therein.
Equity: Subject to approval by Vrooms Board of Directors (the Board), Vroom will recommend to the Board to grant you 200,000 shares of Common Stock of the Company (the Options) to purchase, at a price per share to be determined by the Board based on an independent valuation.
The Options shall vest over a period of four years, with 25% of the Options vesting on each anniversary of your start date, all subject to your continued employment and the approval of the Board and the Companys 2017 Equity Incentive Plan.
The terms of the grant shall be subject to the terms of the Plan, and an option agreement to be entered into between you and Vroom. Options and other payments may be subject to Section 409A of the Internal Revenue Code of 1986, as described in the attached document.
Benefits: You are eligible to participate in Vrooms comprehensive benefits package starting on the first day of the month, immediately following your start date. For details on eligibility and our full benefits offering, please review our benefits guide, which will be provided on your first day of employment.
Time Off: You will be eligible for 20 days of PTO annually. Please review Vrooms Time Off Policy in the Employee Handbook for complete details.
Separation: This letter does not constitute an offer of employment for any definite period of time. Your employment is at-will, and either you or Vroom may terminate the employment relationship at any time and for any reason with or without prior notice. Nothing in Vrooms offer to you, including but not limited to provisions regarding compensation or benefits, nor anything contained in the Employee Handbook, alters the at-will nature of your employment. Notwithstanding the at-will nature of the relationship, if you are terminated for any reason other than For Cause or resign for Good Reason (where Good Reason is a material reduction in the salary, position, duties, or responsibilities of your role), you shall be entitled to receive the greater i) three (3) months of your then current base salary and benefits continuation; or ii) the separation pay amount otherwise payable to Company employees based on the then in-force policy at the time of termination. Likewise, you agree to provide 60 days written notice to the company of the resignation of your employment. The Company reserves the right to terminate employment at an earlier time and to pay compensation in lieu of the notice provided.
Next steps: As with all employees, our offer to you is contingent on the following:
Vrooms receipt of a positive background screen report, which may address one or more of the following areas, as required by the position being offered: education verification, employment verification, criminal record, personal credit history, motor vehicle record.
Your consent to submit to a drug and alcohol screen. Refusal to submit to the drug and alcohol screen, or positive test results for drugs and/or alcohol, will result in the conditional offer of employment being withdrawn.
Receipt of satisfactory proof of your identity and legal authorization to work in the United States as required by the Immigration Reform and Control Act of 1986 on your first day of employment
Your acknowledgement and agreement that your acceptance of this offer will not violate any agreements or arrangements with other individuals or entities, or duties to your current or former employers.
Your execution of the Companys Proprietary Information and Inventions Assignment Agreement, which is attached as Vroom PIIA.
Your acknowledgement that you will comply with the policies set forth in Vrooms Employee Handbook, which you will receive shortly after you begin.
I hope you are ready to take the wheel and help drive Vrooms growth!
I look forward to your acceptance of this offer. If you have any questions, do not hesitate to call. To accept this offer, please complete, sign and scan all documents included with this offer package.
|C. Denise Stott | Vroom||Date|
|SVP, People & Culture|
I accept your offer of employment and agree to the provisions stated in this letter. I acknowledge that this letter constitutes the entire agreement between Vroom and me and supersedes all prior verbal or written agreements, arrangements or understandings pertaining to my offer of employment. I understand that I am employed at will and that my employment can be terminated at any time, with or without cause, at the option of either Vroom or me.
I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.
|Signed: David K. Jones||Date|
EMPLOYEE INVENTIONS AND PROPRIETARY INFORMATION AGREEMENT
|Employee Name:||David K. Jones||Date of Agreement:||10/19/2018 2:30:03 PM PDT|
This agreement (the Agreement) between Vroom, Inc. a Delaware Corporation (the Company or Vroom), and employee as detailed below (Employee or I) is effective the first day of Employees employment with Vroom. This Agreement is material consideration for employment or continued employment by the Company. In exchange of valuable consideration, the parties agree: