Duolingo(DUOL) - 2025 Q4 - Annual Results

Compensation and Benefits - Duolingo, Inc. offers a base salary of $800,000 annually for the Chief Financial Officer position[1] - The CFO will receive restricted stock units (RSUs) valued at $14 million, with vesting starting at 25% on February 15, 2027[1] - Annual equity awards for the CFO are expected to be approximately $4 million, contingent on continued employment[1] - The CFO will be eligible for standard employee benefits, including medical insurance and retirement plans[2] - The Company will cover healthcare premiums for the Executive and dependents for up to twelve months following termination under certain conditions[14] - Executive's benefits are limited to accrued but unpaid salary, bonus, and expense reimbursement, with healthcare coverage options under COBRA[16] Employment Terms - The employment is "at will," allowing either party to terminate the relationship at any time[2] - The Company emphasizes that the employment relationship is at-will, allowing for termination without cause or notice[9] - The Agreement includes provisions for the Executive to resign from all offices and directorships upon termination[15] Confidentiality and Intellectual Property - The CFO must sign a Proprietary Information and Invention Assignment Agreement to protect the company's confidential information[5] - The agreement includes provisions for the assignment of all inventions conceived during employment to the company[6] - The CFO is required to maintain records of all employment inventions, which remain the company's property[6] - Confidentiality and non-disparagement clauses are included, prohibiting both parties from disparaging each other publicly or privately[18] Severance and Change in Control - The Company has established a Change in Control and Severance Agreement to provide financial security and incentives for executives during potential acquisition scenarios[13] - In the event of a Covered Termination, the Executive is entitled to a severance payment equal to twelve months of base salary, payable in a cash lump sum[14] - If a Covered Termination occurs during a Change in Control Period, the Executive will receive a severance payment that includes a pro-rated portion of the target annual bonus[15] - All unvested equity awards will automatically vest upon a Covered Termination during a Change in Control Period[15] - The Company may reduce severance benefits by any other severance payments or benefits payable to the Executive upon termination[15] - "Constructive Termination" allows for resignation under certain conditions, including a material reduction in compensation or job responsibilities[17] - The Company must assume obligations under the agreement in the event of a successor entity following a change in control[17] Legal and Dispute Resolution - The agreement is governed by the laws of the Commonwealth of Pennsylvania, ensuring legal compliance[9] - The agreement represents the entire understanding between the parties, superseding any prior agreements regarding severance or change in control benefits[20] - Disputes arising from the agreement will be resolved through binding arbitration in Allegheny County, Pennsylvania[18] - Payments deemed deferred compensation will not be made until a "separation from service" occurs, with specific timing for installment payments[19] - The agreement may be executed in counterparts, each considered an original document[20] Goodwill and Company Strategy - The Company acknowledges the importance of maintaining goodwill with business partners and employees as part of its competitive strategy[6]