EXHIBIT 10.1
May 26, 2020
Everspin Technologies, Inc.
5670 W. Chandler Blvd., Suite 100
Chandler, Arizona 85226
Re: Everspin Technologies, Inc. Chief Financial Officer
Dear Daniel:
Everspin Technologies, Inc., a Delaware corporation (the "Company"), is pleased to provide this offer to you for the position of Chief Financial Officer ("CFO") on the terms described below.
1.Position. The position of CFO will report directly to the Company's Chief Executive Officer. Your primary duties will be to direct financial operations and reporting, regulatory activities, and other customary support that a CFO provides, including Information Technology and Human Resources. By signing this letter, you confirm that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company upon your specified start date as outlined below. The anticipated start date is July 15, 2020 (the "Start Date").
| 2. | Compensation and Employee Benefits. You will be paid a starting salary at the rate of |
$300,000 per year, to be reviewed annually. You will also be eligible for a target annual bonus of 50% of your base salary. Your bonus for 2020 will be pro-rated based on your start date and your payout has a minimum guarantee of one-half the pro-rated amount.
You will be granted an incentive stock option and RSU pursuant to the Company's 2016 Equity Incentive Plan (the "Plan"). We will recommend to the Board for their approval as soon as possible after your start date that you are granted an incentive stock option exercisable for 50,000 shares (the "Option") and an RSU for 50,000 of stock (the "RSU'). The Option shall vest over four years with 25% vesting on the one-year anniversary of your start date and the remainder vesting monthly thereafter. The exercise price of your Option shall be equal to the fair market value of the Common Stock on the date of grant. The RSU shall vest over four years in four annual tranches of 25% each. In the event of a Change in Control (as defined in your Option and RSU grants) you shall be entitled to twelve months of acceleration upon terms and conditions consistent those granted to the other members of the Company's executive team. The complete terms and conditions of your Option and RSU will be as set forth in the Plan, the stock option agreement and RSU grant notice provided by the Company. Subject to your continued service, you will be eligible for additional equity grants in the future in the Board's discretion.
You will also be entitled to the benefits applicable to C-Level executives pursuant to the Company's Executive Change in Control Plan (the "CIC Plan"). The complete terms and conditions of your benefits will be as set forth in the CIC Plan and the participation notice provided by the Company.
226074510 v3
