Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) of the type that the registrant treats as private or confidential.
Exhibit 10.29
IMPINJ, INC.
EXECUTIVE EMPLOYMENT AND ARBITRATION AGREEMENT
This Executive Employment Agreement (the “Agreement”) is entered into as of December 29, 2022 (the “Effective Date”) by and between Cathal Phelan (“Executive”) and Impinj, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to
Executive’s employment with the Company during the Employment Term (as defined below).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Company and Executive agree as follows:
AGREEMENT
Executive’s employment under this Agreement is referred to herein as the “Employment Term.”
Executive’s approved outside professional and board commitments as of the Effective Date are described in Exhibit B. Notwithstanding the foregoing, nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, provided that such activities do not materially interfere with Executive’s obligations to the Company as described above.
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$360,000 as compensation for his services (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices, and will be subject to the usual, required withholding. Executive’s salary will be subject to review, and adjustments
may be made based upon the Company’s normal performance review practices.
established by the Company and otherwise applicable to the Company’s executive team (the “Performance Bonus”).
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the Company’s Open Paid-Time Off (PTO) policy, which provides for mutually and reasonably agreed upon paid time off and is subject to change at the discretion of the Company.
Reconciliation Act of 1985, as amended (“COBRA”), for up to six (6) months, provided Executive makes a timely election for and continues to be eligible for such continued coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to
continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments, and
(1) the Company terminates Executive’s employment with the Company other than for Cause,
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death or Disability, or (2) Executive resigns from his employment with the Company for Good Reason, then, subject to Section 6, Executive will be entitled to:
himself and his eligible covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to six (6) months, provided Executive makes a timely election for and continues to be eligible for such continued
coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA
continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments,
Executive’s employment with the Company terminates voluntarily by Executive (except upon resignation for Good Reason), for Cause by the Company or due to Executive’s death or Disability, then:
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within the six (6) month period following Executive’s termination will accrue, to the extent required, during such six (6) month period and will become payable in a lump sum
payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death, if earlier. All subsequent
Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.
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benefits may be taxable under Section 4999 of the Code.
Unless the Company and Executive agree in writing, any determination required under this Section 6(f) shall be made in writing by the public accountants designated by the Company. If the amount of the aggregate payments or property transferred to Executive must be reduced under this Section 6(f), then the reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments, if any; (2) cancellation of accelerated vesting of equity awards, if any; and (3) reduction of other benefits, if any, paid to Executive.
However, prior to any termination of Executive’s employment for Cause defined in clauses (iii),
(iv) or (v) above, the Company shall give written notice to Executive of the actions or omissions deemed to constitute the Cause event, and if it is reasonably susceptible to cure the specified default, Executive shall have a period of not less than thirty (30) days in which to cure the specified default in
Executive’s performance.
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reduction of Base Salary by less than 10% from Executive’s then present Base Salary shall not be considered a material reduction), provided that an across-the-board reduction in the salary level of all other senior executives by the same percentage amount as part of a general salary level reduction shall not constitute such a material reduction;
Executive will not resign for “Good Reason” without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice.
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If to the Company: Impinj, Inc.
400 Fairview Ave. N., Suite 1200
Seattle, Washington 98104 Attn: General Counsel
If to Executive: at the last residential address known by the Company.
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1https://www.adr.org/sites/default/files/National%20Rules%20for%20the%20Resolution%20of%20Employment%20D
isputes%20Jan%2001%2C%202004.pdf
arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.
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[The space below intentionally left blank.]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.
Impinj, Inc. Cathal Phelan
/s/ Chris Diorio |
| /s/ Cathal Phelan |
By: |
| By: |
Chief Executive Officer |
| Executive |
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Exhibit A
Proprietary Information and Inventions Agreement Impinj, Inc.
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Exhibit B
Approved Outside Professional and Board Commitments
Entity | Description of Entity | Description of Commitment | Approved Duration* |
[***] | Electronic Design Automation solutions/software company | Technical Advisory board member. 1 hour per week or less. | For so long as the entity is not a Company competitor and the time commitment remains as described. |
[***] | Battery technology company | Technical Advisory board member and coach to CEO/CTO. 1 hour per week or less. | For so long as the entity is not a Company competitor and the time commitment remains as described. |
[***] | Semiconductor packaging technology company | Advisor/coach to CTO. 1 hour per week or less. | For so long as the entity is not a Company competitor and the time commitment remains as described. |
[***] | Fingerprint optical technology company | Advisor to CEO. 1 hour per month. | For so long as the entity is not a Company competitor and the time commitment remains as described. |
*Executive will report to the Company’s CEO or its General Counsel/Chief Compliance Officer, any material changes to the business or Executive’s time commitment to each entity listed on this Exhibit B (each, and
“Approved Entity”). The Company reserves the right to modify the approved duration for Executive’s commitment to any Approved Entity, for any reason, provided it provides Executive with a reasonable time to terminate his engagement with the Approved Entity.
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