Exhibit 10.19
EXECUTION VERSION
SOCIAL FINANCE, INC.
Letterman Digital Arts Center
One Letterman Drive, Building A
Suite 4700
San Francisco, CA 94129
March 27, 2018
Ms. Michelle Gill
Re: Offer of Employment
Sent via email:
Dear Ms. Gill
Social Finance, Inc., a Delaware corporation (the "Company"), is pleased to offer you employment with the Company on the terms described below.
1. Position.
You will start in a full-time position as Chief Financial Officer on [ ] (your "Start Date"). You will report directly to the Chief Executive Officer. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.
2. Compensation and Employee Benefits.
You will be paid a starting salary of $500,000 per year, payable on the Company's regular payroll dates, which salary may be increased from time to time (the "Base Salary"). As a senior executive officer and regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits, which are described in the employee benefit summary that will be sent to you under separate cover and which will be commensurate with those of the Company's other senior executive officers.
In addition to the above, while you are employed at the Company, you will receive an annual incentive bonus based on Company performance metrics to be reasonably agreed upon by you and the Company, with a target of one hundred percent (100%) of your Base Salary. The confirmation of the criteria for evaluation of individual and Company performance and the amount of the annual incentive bonus will be decided upon by the Chief Executive Officer, and will be based on a combination of your individual performance and Company performance. The Chief Executive Officer will set the relevant metrics for the 2018 annual incentive bonus within forty- five (45) days of the Start Date, and within forty-five (45) days of the beginning of the applicable fiscal year thereafter and confirmation of achievement of annual performance metrics will occur within forty-five (45) days of the end of the relevant performance period.
3. Stock Options and Restricted Stock.
Subject to approval by the Company's Board of Directors (the "Board"), you will be awarded an option to purchase one million one hundred fifty thousand (1,150,000) shares of the Company's common stock (such option, the First Option"). The grant date of and vesting commencement date for the First Option will be your Start Date. You will vest in 25% of the First Option on the twelve (12)-month anniversary of your vesting commencement date, and 1/48th of the First Option will vest in monthly installments thereafter during continuous service (a four (4)- year vesting schedule from State Date, as described in the applicable stock option agreement. The exercise price per share will be equal to the fair market value per share on the date the option is granted, which at the date of this letter is ten dollars and seventy-eight cents ($10.78) per share, as reasonable determined by the Board in compliance with applicable guidance in order to avoid having the option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company's common stock.
In addition, subject to Board Approval, you will be awarded an option to purchase one million four hundred thousand (1,400,000) shares of the Company's common stock with an exercise price of seventeen dollars and eighteen cents ($17.18) per share which is the price per preferred share of the Company's Series G equity financing (such option, the "Second Option"). The grant date of and vesting commencement date for the Second Option will be your Start Date. You will vest in 25% of the Second Option on the twelve (12)-month anniversary of your vesting commencement date, and 1/48th of the Second Option shares will vest in monthly installments thereafter during continuous service (a four (4)-year vesting schedule from the State Date), as defined in the applicable stock option agreement.
Both the First Option and the Second Option shall be subject to the terms and conditions of the Company's standard form of award agreement applicable to options granted to the Company's other senior executive officers under the Company's 2011 Stock Plan, as amended (the "Plan"), as described in the Plan and the applicable stock option agreement, which you will be required to sign. Notwithstanding anything in the Company's standard form of award agreement or the Plan to the contrary, however, all of your option grants (including, but not limited to, the First Option and the Second Option) will provide for: (i) a ten (10)-year expiration date, (ii) the acceleration of vesting described in this Section below (and remaining outstanding in the entirety (including the unvested and unexercisable portion) for three (3) months following the termination of your employment to the extent required to permit such acceleration of vesting or until the earlier expiration of the award); (iii) immediate exercisability in full, subject to a right of the Company to repurchase any then-unvested shares (to the extent no longer eligible to vest) at no less than the original exercise price within ninety (90) days after the vesting is no longer possible; (iv) exercisability as to then-vested shares under the options for the longer of three (3) years following the termination of your service for any reason other than termination for Cause as defined in Section 3 below, (in which case you will have ninety (90) days after termination of employment to exercise then-vested shares), and such post-termination period that may apply to the Company's other senior executives or employee population generally (but not exceeding the ten (10)-year expiration date); and (v) net exercisability, at your election, to cover the aggregate exercise price, taxes and withholding due upon exercise (such that you will not be required to make any cash payment in connection with the exercise of your option to cover the aggregate amount of taxes and withholding (if any) due upon exercise of an option).
Separately, subject to Board approval, you will receive a grant of one million three hundred fifty thousand (1,350,000) restricted stock units ("RSUs"). You will vest in twenty-five percent (25%) of the RSUs on the twelve (12)-month anniversary of your vesting commencement date and grant date, which shall be your Start Date, and 1/48th of the RSUs will vest in monthly installments thereafter during continuous service (a four (4)-year vesting schedule from the Start Date), as described in the applicable RSU agreement. The RSUs will be subject to the terms and conditions of the Company's standard form of award agreement applicable to RSUs granted to the Company's other senior executive officers granted under the Plan, as described therein and in the applicable RSU agreement, which you will be required to sign. Notwithstanding anything in the Company's standard form of award agreement or the Plan to the contrary, however, your RSU agreement will provide for: (i) the acceleration of vesting described in this Section below (and remaining outstanding in the entirety (including the unvested and unsettled portion) for three (3) months following the termination of your employment to the extent required to permit such acceleration of vesting or until the earlier expiration of the award), (ii) settlement of the shares corresponding to each vesting tranche of your RSUs within thirty (30) days of the applicable vesting date, and (iii) net settlement, at your election, to cover the aggregate taxes and withholding due upon settlement (such that you will not be required to make any cash payment in connection with the settlement of your RSUs).
Notwithstanding anything in the Plan or the Company's standard forms of award agreements thereunder, if any of your then-outstanding equity incentives (including, without limitation, the First Option, the Second Option, and the RSUs) would be cancelled for no consideration or below the value received by common stockholders in connection with a Change of Control (as defined in the Plan), such equity incentives will be deemed vested in full and will be settled for shares or automatically exercised, as applicable, immediately prior to the consummation of the transaction (with any performance-based vesting conditions deemed to have been met at maximum achievement levels).
The grant date of the First Option, Second Option and RSUs described in this Section 3 will be your Start Date. In the event of any stock split, extraordinary dividend, or similar transaction, including if prior to the relevant grant date(s), all of the equity incentives in this Section 3 shall be appropriately and equitably adjusted.
Severance.
If at any time you are subject to a Qualifying Termination (as defined below), then (i) the Company or its successor (as applicable) shall pay you a lump-sum cash payment on the Company's first regular payroll date following your termination date equal to the sum of (a) twelve (12) months of your Base Salary and (b) one hundred percent (100%) of your annual bonus amount at the higher of (1) the target level of achievement and (2) the actual level of achievement reasonably projected as of the termination of your employment, (ii) you will continue to receive health, dental, and vision coverage under the Company's group insurance benefits (including your covered dependents) at no cost to you for twelve (12) months, in each of the foregoing cases (i) and (ii), as in effect immediately preceding your termination or, if applicable, immediately preceding the event that first gave rise to Good Reason, and (iii) you will receive vesting acceleration of each of your then-outstanding Company equity incentives (including, but not
limited to, the First Option, Second Option, and RSUs) as if you had remained in continuous service to the Company for an additional twelve (12) months following your actual termination date and as if all applicable performance-based vesting conditions (if any) were met at the target achievement level or, if higher, the actual level of achievement reasonably projected as of the termination of your employment, with such acceleration effective as of immediately prior to the termination of your employment.
If you experience a Qualifying Termination at any time after, or within three (3) months prior to, a Change of Control, then, Company or its successor (as applicable) shall pay you, in lieu of the benefits described in the paragraph immediately above, a lump-sum cash payment on the Company's first regular payroll date following your termination date equal to the sum of (i) of (a) eighteen 18 months of your Base Salary and (b) one hundred fifty percent (150%) of your annual incentive bonus amount at the higher of (1) the target level of achievement and (2) the actual level of achievement reasonably projected as of the termination of your employment, (ii) you will continue to receive health, dental, and vision coverage under the Company's group insurance benefits (including your covered dependents) at no cost to you for eighteen (18) months, in each of the foregoing cases (i) and (ii), as in effect immediately preceding your termination or, if applicable, immediately preceding the event that first gave rise to Good Reason, and (iii) full accelerated vesting of your then-outstanding equity incentives (including, but not limited to, the First Option, Second Option, and RSUs, and as to all applicable performance-based vesting conditions (if any), which will be deemed satisfied at maximum achievement), with such acceleration effective as of immediately prior to the later of your Qualifying Termination (as defined below) and the Change of Control (as defined below).
For purposes of this letter, the following definitions shall apply:
"Cause" shall mean (i) your commission of any act of fraud, embezzlement, material dishonesty or other willful and material misconduct that has caused material injury to the Company, (ii) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any party to whom you owe an obligation of nondisclosure due to your relationship with the Company, which unauthorized use or disclosure has caused material injury to the Company, or (iii) your material breach of any of your obligations under any written agreement or covenant with the Company, provided that such material breach shall not constitute Cause unless you have first received notice of the breach and failed reasonably to cure the material breach (to the extent curable) within thirty (30) days of such notice.
"Change of Control" shall have the meaning given to that term in the Plan, provided, however, that solely for purposes of the benefits described in this letter, the occurrence of "all" in clause (iii) of the Plan's definition of "Change of Control" shall be replaced with "a majority" and provided, furthermore, that a Change of Control shall not include any transaction or series of related transactions by which SoftBank or the SoftBank Vision Fund (inclusive of any successor or any affiliate under common control with, or controlled by, SoftBank or the SoftBank Vision Fund, collectively, "SoftBank") comes to hold a majority of the voting interests of the Company's capital stock without purchasing any shares thereof (this date, the "SoftBank Acquisition Date"), but notwithstanding this proviso, a Change of Control shall be still be deemed to occur on or after the SoftBank Acquisition Date if and when (x) a majority of the Board ceases
to consist of directors who are not affiliates of SoftBank and were not nominated by SoftBank or any affiliate of SoftBank, (y) any of the Company's governing documents (including its charter, bylaws, voting agreement, and similar agreement) are materially amended without your prior written consent and/or (z) SoftBank's ownership of a majority of the voting interests has continued for a period of six (6) months after the SoftBank Acquisition Date.
"Good Reason" shall mean the occurrence of any of the following conditions without your written consent, provided that the below clauses (I), (II) and (III) are satisfied (as applicable): (i) a reduction to a level of ten percent (10%) or more off the maximum Base Salary that you have received from the Company at any time (other than as part of an across-the-board, proportional salary reduction applicable to all executive officers), (ii) a material reduction in your title, authority, duties and/or responsibilities, (iii) not becoming or remaining the Chief Financial Officer of the acquirer, or if the acquirer is a subsidiary of another company, Chief Financial Officer of the ultimate parent company of the acquirer, (iv) reporting to the Company's Chief Executive Officer (the "CEO"), (v) a material breach by the Company of any agreement then in effect between you and the Company, or (vi) the Company requiring you to relocate to a facility or location more than fifty (50) miles away from the location at which you were working immediately prior to the required relocation, in each of the foregoing cases (i) through (vi), if and only if (I) you provide the CEO written notice of such condition within sixty (60) days following the latest occurrence thereof, (II) if such condition is curable, either the Company fails to cure such condition within thirty (30) days following your delivery of the written notice to the CEO or the CEO provides you earlier written notice that the Company does not intend to cure such condition and (III) you resign from your employment with the Company, or the Company terminates your employment without Cause, within ten (10) days following the expiration of such thirty (30)-day cure period or the provision of the written notice that the Company does not intend to cure such condition, if such condition is curable.
"Qualifying Termination" shall mean termination of your employment by the Company without Cause (as defined above ) or by you for Good Reason (as defined above ).
For purposes of the definitions in this Section 3, except for the definition of "Change of Control," "Company" shall include any affiliate of the Company or its successor who is then employing you.
4. Confidential Information and Invention Assignment Agreement.
Like all Company employees, you have been required, as a condition of your employment with the Company, to sign the Company's standard Confidential Information and Invention Assignment Agreement, which is enclosed herewith as Attachment A.
5. Employment Relationship.
Employment with the Company is for no specific period of time. Your employment with the Company will 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 which may have been made to you are superseded by this offer. 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 Company's personnel policies and procedures, may change from time to time consistent with this offer letter, the "at will" nature of your employment may only be changed in an express written agreement signed by you and the CEO. This letter agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets.
6. Outside Activities.
While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the CEO, except that you shall be permitted to serve on the boards of directors (and any committees thereof) of up to two for-profit companies, to serve on any number of boards of directors or trustees (and any committees thereof) of nonprofit organizations and to additionally engage in those activities set forth on Exhibit D enclosed herewith, in each of the foregoing cases, so long as the CEO determines that such commitments, in the aggregate, do not materially interfere with your duties and responsibilities to the Company. In addition, while you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company, provided, however, that those activities set forth on Attachment B enclosed herewith shall be permitted and shall not violate this letter agreement.
7. Withholding Taxes.
All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.
8. Section 409A.
To the extent that any provision of this letter is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that (i) all payments hereunder are exempt from Section 409A to the maximum permissible extent and, (ii) for any payments where such construction is not tenable, those payments comply with Section 409A to the maximum permissible extent. Payments pursuant to this letter (or referenced herein), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.
For purposes of Section 3, the phrase "termination of employment," and correlative phrases, mean a "separation from service" as defined in Section 1.409A-1(h) of the regulations under Section 409A. For purposes of Section 3, if you are a "specified employee," as defined in Section 409A, at the time of your separation from service, except due to death, and some or any portion of the amounts payable to you, if any, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A and would result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your separation from service, then such payments shall be delayed and will instead become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the separation from service (or such longer period as is
required to avoid the imposition of additional tax under Section 409A). Any subsequent separation benefits, if any, will be payable in accordance with the original payment schedule applicable to each payment or benefit.
9. Entire Agreement.
This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter by and between you and the Company.
10. Background Check. We are extending this offer contingent upon successful completion of our routine background and reference check. More information and consent to the background check will be provided in a separate letter.
If you wish to accept this offer, please sign and date both the enclosed duplicate original of this letter and the enclosed Confidential Information and Invention and Assignment Agreement and return them to me. As required, by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States. This amended and restated offer, if not accepted, will expire at the close of business on April 6, 2018; otherwise, this amended and restated offer will be effective as of your Start Date.
| | | | | |
| Very truly yours, |
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| SOCIAL FINANCE, INC. |
| |
| By: | |
| |
| Name: Anthony Noto |
| Title: Chief Executive Officer |
| | |
| ACCEPTED AND AGREED: |
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| /s/ Michelle Gill |
| (Signature) |
| 4/12/2018 |
| Date |
Start Date: [ ], 2018
Exhibit A: Confidential Information and Invention Assignment Agreement
Exhibit B: California Labor Code Section 2870 Disclosure
Exhibit C: Termination Certification
Exhibit D: Permitted Outside Activities
