Unity Software(U) - 2024 Q3 - Quarterly Results

Offer of Employment This section details the employment offer for Jarrod Yahes as CFO, outlining his compensation, equity awards, and the terms and conditions of his employment Position and Compensation This section outlines Jarrod Yahes' employment offer as Senior Vice President, Chief Financial Officer, detailing his annual base salary, discretionary bonus target, and a two-part sign-on bonus - Jarrod Yahes is appointed as Senior Vice President, Chief Financial Officer, reporting to CEO Matthew Bromberg, with a start date of January 1, 2025[1] Compensation Package Summary | Component | Amount (USD) | Details | | :--- | :--- | :--- | | Annual Base Salary | $525,000.00 | Paid semi-monthly ($43,750.00 per month) | | Corporate Bonus Target | 75% of base salary | Discretionary, based on previous fiscal year's earned salary | | Sign-On Bonus | $400,000.00 | Paid in two equal installments of $200,000: one after the start date and one after the first-year anniversary | Equity Awards and Severance This section details the initial RSU grant, target for future annual equity awards, and eligibility for the Executive Severance Plan with accelerated vesting provisions Initial RSU Grant | Item | Value/Terms | | :--- | :--- | | Grant Value | USD $12,000,000.00 | | Vesting Schedule | 12.5% after the first six full months, then 6.25% quarterly thereafter, contingent on continued employment | - A recommendation will be made for an additional equity award in 2025 with a target value of at least $4,000,000, composed of 75% RSUs and 25% Performance Stock Units[1][2] - The employee is eligible for the Executive Severance Plan, which may provide for accelerated equity vesting under specific circumstances[2] Employment Conditions and Policies This section establishes at-will employment, mandates adherence to company policies including the Executive Clawback Policy, and prohibits the use of former employers' proprietary information - Employment is on an "at-will" basis, allowing termination by either party at any time, for any reason, with or without cause or notice[2] - The employee must sign the Company's "Employee Nondisclosure and Assignment Agreement" and is bound by the Unity Software Inc. Executive Clawback Policy[2] - The employee represents that commencing employment will not violate any agreements with past employers and is directed not to bring any confidential material from them[2] Legal and Administrative Clauses This section covers mandatory binding arbitration for employment claims, governing law, and the offer's contingency on a successful background check, with an acceptance deadline of November 5, 2024 - All employment-related claims must be submitted to mandatory binding arbitration through JAMS, waiving the right to a jury trial, and resolved on an individual basis, not as a class action[2] - The agreement is governed by the laws of the state where the employee primarily works, with exclusive jurisdiction for non-arbitrable matters granted to state courts in San Francisco County, California[3] - The offer is contingent upon successful completion of background and reference checks and was set to expire on November 5, 2024[3] Attachment 1: Employee Nondisclosure and Assignment Agreement This attachment details the employee's obligations concerning proprietary information, intellectual property assignment, and post-employment non-solicitation Proprietary Information and Confidentiality This section broadly defines "Proprietary Information" as company property, obligates the employee to maintain confidentiality, and acknowledges protections under the U.S. Defend Trade Secrets Act - Defines "Proprietary Information" to include a wide range of confidential data, such as trade secrets, business plans, customer lists, and any information the company is obligated to treat as confidential[6][7] - The employee is prohibited from disclosing any Proprietary Information outside the Company and may only disclose it internally on a need-to-know basis[8] - Acknowledges the employee's right under the U.S. Defend Trade Secrets Act (18 U.S.C. § 1833(b)) to disclose trade secrets to government officials or attorneys for reporting suspected law violations[9][10] Innovations and Intellectual Property This section defines "Innovations," mandates the assignment of "Company Innovations" to the company, requires disclosure of prior innovations, and grants the company a license for their use if incorporated - The employee must assign all rights to "Company Innovations"—inventions and works created during employment or based on proprietary information—to the Company[14] - If any prior personal innovations ("Prior Innovations") are incorporated into company work, the employee grants the Company a perpetual, royalty-free, worldwide license to use them[12][13] - The employee agrees to cooperate fully, during and after employment, to help the Company obtain and enforce its rights to Company Innovations, including acting as an agent for the employee if necessary[18] Post-Employment and General Provisions This section outlines post-employment obligations, including a one-year non-solicitation clause, the return of company materials, and general legal provisions such as governing law and severability - Upon termination, the employee must return all company materials, including documents, devices, and keys, and provide written certification of compliance[16] - A non-solicitation clause prevents the employee from soliciting any Company Group employees to terminate their employment for one year after their own employment ends[21] - The agreement's provisions survive employment termination, are binding on the employee's heirs, and are governed by the laws of the state where the employee primarily works[20][23] Exhibit A: Prior Innovations This exhibit serves as a formal declaration by the employee regarding any pre-existing innovations related to the company's business Declaration of Prior Innovations This exhibit formally declares any pre-existing innovations related to the company's business, with Jarrod Yahes indicating no such prior innovations - The employee is required to list all prior innovations related to the Company's business or anticipated research[25][26] - Jarrod Yahes declared "None" for Prior Innovations, indicating no pre-existing inventions or intellectual property relevant to his employment with the Company[26]