Exhibit 10.28
IMPINJ, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is entered into as of November 13, 2018 (the “Effective Date”) by and between Hussein Mecklai (“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
Notwithstanding the above, at least 100% of the 2019 Performance Bonus for Executive will be paid out in the first quarter of 2020.
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Balances remaining after the above expenses will not be applied to any other aspect of relocation or compensation. Relocation expenses will be reported as taxable income to you in the year received if required by applicable tax law; however, please keep in mind that a reimbursement for relocation expenses will only be made to the extent that you are remain an employee of the Company on the date such reimbursement occurs. In addition, in the event that your employment is involuntarily terminated with the Company before the end of the first year of employment, you agree to repay the Company the relocation expenses on a prorated basis. If your termination is voluntary, you agree to repay 100% of the relocation expenses. Payments will be made by personal check or other negotiable instrument.
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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
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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 possible 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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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 90 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 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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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. | Hussein Mecklai |
/s/ Chris Diorio | /s/ Hussein Mecklai |
By: Chris Diorio | By: Hussein Mecklai |
Chief Executive Officer | Executive |
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Exhibit A
Proprietary Information and Inventions
Agreement Impinj, Inc.
In exchange for my becoming employed by Impinj, Inc. or any of its current or future subsidiaries, affiliates, successors, or assigns (collectively, the “Company”), and for any cash and equity compensation for my services, I hereby agree as follows:
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NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140:
Any assignment of Inventions required by this Agreement does not apply to an Invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the employee’s own time, unless (a) the Invention relates (i) directly to the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the employee for the Company.
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Impinj, Inc. | Hussein Mecklai |
/s/ Chris Diorio | /s/ Hussein Mecklai |
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Exhibit A-1
Impinj, Inc.
400 Fairview Ave. N., Suite 1200
Seattle, WA 98104
1. The following is a complete list of all Inventions relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me, alone or jointly with others or which have become known to me prior to my employment by the Company. I represent that such list is complete.
None
2. I propose to bring to my employment or consultancy the following materials and documents of a former employer:
☒ No material or documents.
See below:
None
Hussein Mecklai
By: /s/ Hussein Mecklai
Dated: 11/11/2018
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Exhibit A-2
Termination Certification
This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to Impinj, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”).
I further certify that I have complied with all the terms of the Company’s Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.
I further agree that for one (1) year from the date of this Certificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.
By: [To be signed at termination]
Dated:
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Exhibit A-3
Section 7 of the Defend Trade Secrets Act of 2016
“ . . . An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. . . . An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
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