Hippo Analytics Inc.
On behalf of Hippo Analytics Inc. (the Company), I am pleased to offer you employment in the position of Head of Insurance. This letter sets out the terms of your employment with the Company, which will start on February 6th, 2017.
You will be paid a starting base salary of US $180,000 per year, paid semi-monthly, less applicable tax and other withholdings. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek.
You will be refunded your commuting expenses for which you provide receipts up to a maximum of US $1,200 per month.
The Company will supply a furnished apartment.
Hippo Insurance, through TriNet, offers a full range of benefits for you and your qualified dependents as outlined in the attached Summary of Benefits. An overview of our benefits program will be given to you during your first week of employment. Details about these benefits is included with this letter, and additional information will be available on-line on the terms and conditions included in the Terms and Conditions Agreement (TCA) each new employee must accept in order to access TriNets on-line self-service portal, TriNet Passport. You will be eligible to participate in group health insurance, 401(k), short and long term disability and various other programs, in accordance with the Companys benefit plan. The Company reserves the right to change or otherwise modify, in its sole discretion, the benefits offered to employees to conform to the Companys general policies as they may be changed from time to time.
Subject to the approval of the board of directors of the Company, and compliance with all applicable laws, you will be eligible to receive 200,000 options to purchase shares of Common Stock of the Company, par value $0.000001 each, at an exercise price to be determined by the Board on the date such options are granted and which shall be at least equal to the fair market value of a share of the Companys Common Stock on the date of grant. Such Options shall be subject to a vesting schedule as follows: 25% of the Options shall vest upon the first anniversary, as of February 6th, 2018, and the rest of the Options shall vest on a quarterly basis, until the fourth anniversary (i.e. February 6th, 2021), on which date, subject to the vesting conditions, all remaining unvested Options shall vest. The Options shall be subject to the terms of the Companys Option Plan, an option agreement to be executed by and between you and the Company. Vesting of the Options shall be subject to a 50% acceleration of unvested Options if both (i) control of the Company is transferred in a transaction for cash or liquid securities, and (ii) your employment is constructively terminated or terminated without cause within 12 months thereafter. You acknowledge that you will be required to execute additional documents in compliance with the applicable tax laws, any other applicable law and the Companys internal policies.
Your employment with the Company is at will. This means it is for no specified term and may be terminated by you or the Company at any time, with or without cause or advance notice. In addition, the Company reserves the right to modify your compensation, position, duties or reporting relationship to meet business needs and to decide on appropriate discipline.
As a condition of your employment, you will be required to sign the Companys standard form of employee nondisclosure and assignment agreement (a copy of which is enclosed), and to provide the Company with documents establishing your identity and right to work in the United States. Those documents must be provided to the Company within three business days of your employment start date. The Company agrees that you may continue to have involvement with First Connect Insurance Services LLC, including its subsidiaries and successors, provided that such involvement is not competitive with and would not otherwise conflict with your employment by the Company.
In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this agreement, or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, defamation, wrongful termination or age, sex, sexual orientation, race, color, national origin, ancestry, marital status, religious creed, physical or mental disability or medical condition or other discrimination, retaliation or harassment), you and the Company agree that all such disputes shall be fully resolved by confidential, binding arbitration conducted by a single arbitrator agreed by the parties. You and the Company hereby waive your respective rights to have any such disputes or claims tried before a judge or jury.
Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office. Please bring the appropriate documents when you report for work. We will not be able to employ you if you fail to comply with this requirement.
This agreement and the non-disclosure and the option agreement referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior or contemporaneous negotiations, representations or agreements between you and the Company. The provisions of this agreement regarding at will employment and arbitration may only be modified by a document signed by you and an authorized representative of the Company.
This offer will remain open until February 1st, 2017. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.
|HIPPO ANALYTICS INC.|
I agree to and accept employment with Hippo Analytics Inc. on the terms and conditions set forth in this agreement. I understand and agree that my employment with the Company is at-will.
I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
|HIPPO ANALYTICS INC.||EMPLOYEE:|
|By:||Assaf Wand||By:||Rick Mccathron|
PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by HIPPO ANALYTICS, INC., its subsidiaries, parent, affiliates, successors and assigns (together, the Company), and the compensation now and later paid to me, I agree to the terms of this Agreement as follows:
[THIS SPACE INTENTIONALLY LEFT BLANK]
This Agreement shall be effective as of the first day of my employment with Company.
I HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT LEGAL COUNSEL.
|ACCEPTED AND AGREED:|
|By:||Rick McCathron||By:||Assaf Wand|
CEO & Co Founder
1. Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 2.2 of the attached Employee Proprietary Information and Inventions Assignment Agreement, defined herein as the Agreement):
|☐||See immediately below:|
2. Limited Exclusion Notification.
THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Companys equipment, supplies, facilities or trade secret information, except for those Inventions that either:
a. Relate at the time of conception or reduction to practice to Companys business, or actual or demonstrably anticipated research or development; or
b. Result from any work performed by you for Company.
To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.