Exhibit 10.16
May 9, 2022
Robyn Young 409 E. Lamar Rd.
Phoenix, AZ 85012
Re. Employment Agreement Dear Robyn:
The following, when signed by you, shall constitute our agreement with respect to your employment with SmartRent, Inc. (“Company”).
“Term.”
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or for Cause (as defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to six (6) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of six (6) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety
(90) days following the termination date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Severance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year;
(2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of six (6) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the Company’s Confidential Separation Agreement; and (3) immediate vesting of equity grants made to you pursuant to the SmartRent.com, Inc. 2018 Stock Plan and SmartRent, Inc. 2021 Equity Incentive Plan (collectively, the “Plans”) (collectively, the “Severance Benefits”). Company’s obligation to provide you the Severance Benefits shall be conditioned on your satisfaction of the following (the “Severance Conditions”): (1) you must first sign, and allow to become effective, Company’s Confidential Separation Agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that you may have against Company arising out of or any way related to your employment or termination of employment with Company (the “Release”), and the Release must become effective in accordance with its terms on or before the sixtieth (60th) day following the date of termination; and (2) on or before the effective date of the Release you must have (i) reconfirmed your agreement to abide by all of the surviving provisions of the Employee Confidential Information and Inventions Agreement; (ii) agreed to cooperate in the transition of your employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of the Affiliates. All other Company obligations to you will be automatically terminated and completely extinguished.
As used herein, “Cause” shall have the meaning ascribed to that term in the Plan.
As used herein, “Change of Control” shall have the meaning ascribed to that term in the Plan.
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As used herein, “Good Reason” shall mean, without your written consent, (a) the material diminution or variation of any of your material duties or responsibilities or the engagement by Company of unlawful employment practices with respect to you, in each case, without the same being corrected within thirty (30) days after being given written notice thereof by the you, (b) a material reduction in the your Base Salary, or (c) a breach by the Company of this Agreement without the same being corrected within thirty
(30) days after being given written notice thereof by you.
(2) years prior to your separation from employment with the Company, and (ii) any territory in which the Company engaged in its business during that time period. You are only restricted from working or performing services on your own behalf or for another entity where you have or will perform the same or similar type of work or service or offer the same or similar products or services that you performed or offered for the Company during your employment or the last year of your employment with the Company, whichever is shorter. The term in “Competition” with the Company means any company, person or entity engaged in the Business of the Company. For purposes of this Agreement, the term “Business” shall mean
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the development of smart home automation hardware or software for property owners, homeowners, managers or homebuilders.
(ii) supervised an employee who interacted with such Customer; or (iii) obtained or received non-public information related specifically to the Company’s business or prospective business with such Customer. This restriction is not intended to prohibit you from offering similar services or products to persons, companies, or entities that are not Customers.
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All notices and other communications required by this Agreement must be in writing, given by hand delivery, nationally recognized overnight courier, facsimile (with electronic confirmation of receipt and a copy sent by nationally recognized overnight courier) or registered or certified mail, postage prepaid, return receipt requested. Notices shall be sent to the following addresses (or such other address as a party may specify by like notice):
If to you, at the address set forth above, with a copy to your attorney: [INSERT ADDRESS OF ATTORNEY]
If to Company:
8665 E. Hartford Drive, Suite 200
Scottsdale, Arizona 85255
Notice shall be deemed given and delivered: (i) if delivered by hand or by facsimile, on the date delivered;
(ii) if delivered by nationally-recognized overnight courier, one business day after entrusted to such courier service; or (iii) if delivered by registered or certified U.S. mail, five business days after entrusted to the U.S.
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postal service. As used herein, the term “business day” shall mean any day that is not a Saturday, Sunday, or a legal holiday in the State of Arizona.
You hereby represent and warrant that you are free to enter into and perform your duties under this Agreement, without any contractual restrictions with respect to any prior employers, entities, or otherwise, and that you will not use any confidential information of any prior employers or entities in performing your responsibilities hereunder.
Company hereby represents and warrants that it has full power and authority to enter into this Agreement and all corporate acts and other proceedings required to be taken by Company to authorize the execution, delivery, and performance of this Agreement have been duly taken.
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under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
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Company, so long as such successor assumes in writing Company’s obligations hereunder (and Company agrees to deliver a copy to you of such assumption promptly following your request for such). For the purposes of this Agreement, the term “Company” shall include Company and, subject to the foregoing sentence, any of its successors and assigns.
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DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
If the foregoing terms of this Agreement reflect our understanding and agreement, kindly sign this Agreement in the appropriate space below and return it to the undersigned, whereupon it will constitute an agreement between us.
Sincerely, SmartRent, Inc.
By:
Name:
Title:
Enclosures:
Exhibit A - Employee Confidentiality and Proprietary Rights Agreement.
Exhibit B – Employee Arbitration Agreement
* * * * * * *
I have read the foregoing Agreement, including the Employee Confidentiality and Proprietary Rights Agreement, in its entirety, have consulted my own legal counsel as I deem necessary, and by signing below, I accept the terms and conditions of employment described in this Agreement.
AGREED AND ACCEPTED:
Dated: 4/28/2022
By: Robyn Young
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
EXHIBIT A
EMPLOYEE CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
This Agreement formalizes in writing certain understandings and procedures which have been in effect since the time I was initially employed by SmartRent, Inc. (“Company”).
Exhibit A-1
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
Innovations”). I represent that I have no rights in any such Company-related Innovations other than those Innovations listed on Exhibit A. If nothing is listed on Exhibit A, I represent that there are no Prior Innovations at the time of signing this Agreement. I hereby grant to Company and Company’s designees a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to any Prior Innovations that I incorporate, or permit to be incorporated, in any Innovations that I, solely or jointly with others, conceive, develop or reduce to practice during my employment with Company (the “Company Innovations”). Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, any Prior Innovations in any Company Innovations without Company’s prior written consent.
This Section 7 shall be construed to apply to all Company Innovations with which I am involved from this date forward, as well as all Company Innovations with which I have been involved since my employment with the Company began.
Exhibit A-2
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of rights under such Innovations, all with the same legal force and effect as if executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable.
(a) breach any agreement to keep in confidence any confidential or proprietary information, knowledge or data acquired by me prior to my employment with Company or (b) disclose to Company, or use or induce Company to use, any confidential or proprietary information or material belonging to any previous employer or any other third party. I am not currently a party, and will not become a party, to any other agreement that is in conflict, or will prevent me from complying, with this Agreement.
Exhibit A-3
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
requested, upon verification of receipt. Notices to me will be sent to any address in Company’s records or such other address as I may provide in writing. Notices to Company will be sent to Company’s Human Resources Department or to such other address as Company may specify in writing.
[Signature page follows.]
Exhibit A-4
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
I certify and acknowledge that I have carefully read all the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
COMPANY: | EMPLOYEE: |
SmartRent, Inc. |
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By: |
By: |
Title: | Title: |
Dated: 4/27/2022 |
Dated: 4/28/2022 |
Exhibit A-5
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
Exhibit A PRIOR INNOVATIONS
Check one of the following (if nothing is checked, then no such Prior Innovations exist):
☐ NO PRIOR INNOVATIONS EXIST. OR
☐ YES, PRIOR INNOVATIONS EXIST AS DESCRIBED BELOW (include basic
description of each Prior Innovation):
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
EXHIBIT B
EMPLOYEE ARBITRATION AGREEMENT
SmartRent, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee, including but not limited to the interpretation, applicability, or enforceability of this Agreement, shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA Rules”), available at www.adr.org /rules or provided upon request by the Company. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, and all other applicable Arizona law. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, and other claims excluded by law shall not be subject to arbitration (the “Excluded Claims”). The Parties agree that if any dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
Except as provided otherwise by law and herein, Employee agrees that all claims must be brought in his or her individual capacity, and not as a plaintiff or participating class member in any purported class, collective, or consolidated proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a class action and/or as a collective action. The arbitrator has no authority to adjudicate class, collective, or consolidated proceedings, other than to enforce this provision. Also except as provided otherwise by law and herein, Employee further understands and agrees that Employee may not bring any claims as a plaintiff or participating class member in any purported representative action or proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a representative action. The arbitrator has no authority to adjudicate representative proceedings, other than to enforce this provision. This class action waiver shall be interpreted consistent with the Federal Arbitration Act and Arizona law to the extent it is not preempted by federal law.
A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitration proceedings will allow for reasonable discovery under the AAA Rules, and the arbitrator selected according to this agreement shall decide all discovery disputes. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions.
Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any
Exhibit B-1
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. All arbitration hearings under this Agreement shall be conducted in Maricopa County, Arizona.
Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an arbitrable claim. In addition, either party may, at its option, seek injunctive relief in a court of competent jurisdiction.
This Agreement shall be governed by the Federal Arbitration Act to the extent allowed by law. In ruling on procedural and substantive issues raised in the arbitration itself, the arbitrator shall in all cases apply the substantive law of the State of Arizona.
Company shall bear the costs of the arbitrator, forum and filing fees. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys' fees. In that case, the arbitrator may award reasonable attorneys' fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company.
This Agreement is not, and shall not be construed to create, a contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice.
If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement.
The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President.
THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL.
THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO.
[Signature page follows.]
Exhibit B-2
DocuSign Envelope ID: D6076F76-EC38-4F8B-AABD-1F9A6AC4E2B3
Employee:
Signature: Print Name:
Date: 4/28/2022 |
SmartRent, Inc.
Signature: Print Name: Print Title:
Date: 4/27/2022 |
Exhibit B-3