Exhibit 10.13
08/20/2021
Dear Shamayne,
We're thrilled to offer you a position with Sonos!
In the exempt position of Chief Diversity, Equity and Inclusion Officer you'll be based in our Remote- US Minnesota office reporting to Patrick Spence.
This letter outlines information related to your compensation and benefits. Attached to this letter is an Addendum A which contains the “Employee Agreement”. The Employee Agreement describes additional material terms and conditions of your employment. You should read this offer letter and the attached Employee Agreement carefully.
Base Salary
If you decide to join Sonos, you will be paid an initial annual salary of $300,000.00(your “Base Salary”), which will be paid bi-weekly in accordance with Sonos’ normal payroll practices as established or modified from time to time. Your Base Salary shall be subject to all of the required and elected deductions, taxes and withholdings.
Bonus Eligibility
You will also be eligible for a discretionary target 35% bonus of your annual base salary, which is based solely on the company’s performance against its annual target for revenue growth and operating profit.In addition, you must commence employment prior to August 31 to be eligible to receive a pro-rated discretionary bonus for the current fiscal year which runs October to September and, in any case, you must remain employed by Sonos through the actual payment date to be eligible to receive any bonus payment. Sonos reserves the right to change its discretionary bonus criteria from time to time in Sonos' sole discretion.
Equity Award
If you decide to join Sonos, it will be recommended that the Compensation Committee (the “Committee”) of Sonos' Board of Directors grant you restricted stock units (“RSUs”) settleable in shares of Sonos’ Common Stock. Subject to approval by the Committee, the grant of RSUs will give you the right to receive shares of Common Stock in an aggregate value of up to $650,000.00, as determined by the Committee on the date of grant.
The Company currently intends that the number of RSUs will be determined by dividing $650,000.00 by the average closing price of Sonos’ Common Stock over all trading days over the 30 calendar days immediately preceding the grant date.
The RSUs will vest as follows: 25% of the RSUs will vest 12 months after your grant date, subject to your continuing employment with Sonos on such vesting date. The remaining RSUs will vest quarterly over the next three years in equal quarterly installments, in each case, however, subject to your continuing employment with Sonos on each such vesting date.
The RSU grant will be subject to the terms and conditions of Sonos' 2018 Equity Incentive Plan and Sonos’ standard forms of award agreements thereunder.
Benefits
Regular full-time employees working 20 or more hours per week will be eligible to receive benefits that are provided to U.S. employees. These presently include benefits such as life and health (medical, dental & vision) insurance, paid time off, and a 401(k) plan. For a more detailed understanding of the benefits and the eligibility requirements, please consult the summary plan descriptions for the programs and Sonos’ Employee Handbook, which will be made available to you during your new hire orientation. Sonos reserves the right to discontinue, suspend, or to modify such plans, programs and practices at any time in Sonos’ sole discretion.
Important Terms and Conditions of Employment
There are several important terms and conditions of employment at Sonos of which you should be aware. These terms, which are explained in the attached Employee Agreement, generally apply to all U.S. employees of Sonos in the same manner as they will apply to you. This offer of at-will employment is expressly conditioned upon a satisfactory background check, and your acceptance and execution of both the Employee Agreement and Arbitration Agreement (respectively attached as Addendum A and B).
Please accept this offer by signing and dating below no later than [8/27/2021]. If you accept our offer, we anticipate that your first day of employment would be 10/04/2021. In accepting this offer of employment, you represent and warrant that you are not relying upon any representation or statement except those terms set forth in this letter. You acknowledge that this letter supersedes all prior representations regarding the terms and condition of your employment.
We look forward to having you join us as we lead the music-listening revolution.
Signature: /s/ Shamayne Braman
Date: August 21, 2021
Sonos, Inc.
/s/ Patrick Spence
Patrick Spence
Chief Executive Officer
Addendum A
Employee Agreement
(At Will Employment, Confidential Information, and Invention Assignment Agreement)
As a condition of your employment with Sonos, Inc., its subsidiaries, affiliates, successors or assigns (collectively, “Sonos”), and in consideration of your employment with Sonos and your receipt of the compensation now and hereafter paid to you by Sonos,you agree to the following terms and conditions outlined in this At Will Employment, Confidential Information, and Invention Assignment Agreement (“Employee Agreement”). This Employee Agreement shall be effective as of the date you sign below. Terms not defined herein shall have the meaning set forth in the accompanying offer letter.
By signing this employment agreement, you understand and acknowledge that your employment with Sonos is for an unspecified duration and constitutes “at-will” employment. You also understand that any representation to the contrary is unauthorized and not valid unless obtained in writing and signed by the chief executive officer of Sonos. You acknowledge that this employment relationship may be terminated at any time,with or without good cause or for any or no cause, at the option either of Sonos or yourself, with or without notice.
You additionally represent and warrant that you shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, in performing your employment duties hereunder. You also agree that,during the term of your employment with Sonos and at all times thereafter, upon reasonable request,you will fully cooperate with Sonos and/or its representatives, without additional compensation, concerning any business matters or disputes of any kind about which you have, or may have, any relevant information.
You acknowledge that you have carefully read and considered the provisions of this Employment Agreement. You further acknowledge that you have had the opportunity to seek legal advice, and have either obtained such advice with regard to this Employee Agreement or have chosen not to do so. You agree that the restrictions and covenants set forth in this Employee Agreement are fair and reasonable and are necessary for the protection of the interests of Sonos and its business, officers, directors and employees.
Signature: /s/ Shamayne Braman
Date: August 21, 2021
Sonos, Inc.
/s/ Patrick Spence
Patrick Spence
Chief Executive Officer
Addendum B
Arbitration Agreement
This Arbitration Agreement (“Arbitration Agreement”) is entered into by and between Sonos, Inc. and its affiliates and successors (referred to herein as the “Sonos”) and Shamayne Braman (referred to herein as “You”).
The parties also agree that the arbitrator shall have the power and authority to interpret this Agreement and to decide whether a certain dispute or claim is subject to arbitration under this Agreement. This power and authority to determine arbitrability is hereby expressly delegated to the appointed arbitrator and not to any judge or court. The parties agree that this agreement to arbitrate also covers claims brought by You against Sonos’ agents, officers or other employees for actions they may have taken in connection with your employment.
The agreement to arbitrate in Section 1(a) does not apply to claims for benefits under state unemployment insurance or workers compensation programs. In addition, this Agreement does not prohibit You from filing a claim or participating in an investigation, hearing or proceeding with a local, state or federal administrative agency, including the EEOC, the Department of Labor, the National Labor Relations Board, the Massachusetts Commission Against Discrimination, the California Department of Fair Employment and Housing, the New York City Commission on Human Rights,the New York State Division of Human Rights,the Washington State Human Rights Commission and/or any other federal or state administrative agency. (However, this Agreement does preclude You from pursuing any such claim in court).
In addition, this agreement to arbitrate expressly excludes and does not apply to claims for equitable relief or declaratory judgment by either You or Sonos arising out of: (i) the non- disclosure or assignment of inventions provisions set forth in Sections 2 and 3 of the At Will Employment, Confidential Information, and Invention Assignment Agreement (the “Employee Agreement”); (ii) state or federal trade secret laws; and/or (iii) state or federal intellectual property laws. You understand and agree that violations of the non-disclosure or assignment of inventions provisions of the Employee Agreement, state or federal trade secret laws and/or state or federal intellectual property laws could cause irreparable and unique injury and that money damages would not provide an adequate remedy for such injury. Accordingly, You and Sonos agree that the parties could not effectively pursue all available rights and remedies (including equitable relief) for such claims in an arbitration proceeding and that such claims must therefore be excluded from the agreement to arbitrate. All claims excluded from arbitration under this Section shall be commenced and maintained in any state or federal court located within the state in which You are employed by Sonos.
The parties agree that any and all claims subject to arbitration under this Agreement must be initiated with the AAA within the statute of limitations period prescribed for such claims under applicable law. As set forth in Rule 4 of the Employment Arbitration Rules and Mediation Procedures, a party may initiate arbitration by filing a Demand for Arbitration in writing with the AAA. If You file such a Demand, please also send a copy of to Sonos’ Legal Department, Attention: General Counsel. Alternatively, the parties may submit a joint request for arbitration in writing. No demand for arbitration may be
made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.
The parties agree that a neutral arbitrator will be selected in accordance with the Employment Arbitration Rules and Mediation Procedures and further agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment or motions to dismiss prior to any arbitration hearing. The parties also agree that the arbitrator shall have the power to award any remedies, including attorney’s fees and costs, available under applicable law. The parties agree that any decision of the arbitrator must be in writing. The arbitrator’s decision shall be final and binding on both You and Sonos and shall be enforceable by any court having proper jurisdiction. The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to make appropriate rulings to safeguard that confidentiality unless the parties agree otherwise or the law provides to the contrary.
You represent that you have read the foregoing Arbitration Agreement, fully understand its terms and conditions, and are voluntarily executing the same.In entering into this Arbitration Agreement, you did not rely on any representation, promise or inducement made by Sonos with the exception of the terms and conditions set forth in this document.
Signature: /s/ Shamayne Braman
Date: August 21, 2021
Sonos, Inc.
/s/ Patrick Spence
Patrick Spence
Chief Executive Officer
Exhibit A
CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT
Signature: /s/ Shamayne Braman
Date: August 21, 2021
Sonos, Inc.
/s/ Patrick Spence
Patrick Spence
Chief Executive Officer