[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.21 4 ex-1021.htm EX-10.21 Exhibit 10.21 image_0.jpg EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement ”) is entered into as of November 14, 2022, (the “Effective Date ”), by and between X4 Pharmaceuticals, Inc. (the “Company ”), and Murray Stewart (“Executive ”) (collectively referred to as the “Parties ” or individually referred to as a “ Party ”). R E C I T A L S WHEREAS, the Company desires to employ Executive as its Chief Medical Ofﬁcer , and to enter into an agreement embodying the terms of such employment; WHEREAS, Executive desires to accept such employment and enter into such an agreement. A G R E E M E N T NOW , THEREFORE, in consideration of the premises and mutual coven ants herein and for other good and valuable consideration, the Parties agree as follows: 1. Duties and Scope of Employment . (a) Positions and Duties . As of November 14, 2022 (the “Start Date ”), Executive will serve as Chief Medical Ofﬁcer of the Company . Executive will render such business and professional services in the performance of Executive’ s duties, consistent with Executive’ s position within the Company , as shall reasonably be assigned to Executive by the Company’ s Chief Executive Ofﬁcer . The period of Executive’ s at-will employment under the terms of this Agreement is referred to herein as the “ Employment Term.” (b) Obligations . During the Employment Term, Executive will perform Executive’ s duties faithfully and to the best of Executive’ s ability and will devote Executive’ s full business efforts and time to the Company . For the duration of the Employment Term, Executive agrees not to actively engage in any other employ ment, occupation or consulting activity , for any direct or indirect remuneration, that may create a conﬂict of interest or interfere with Executive’ s duties to the Company , without the prior approval of the Company’ s Chief Executive Ofﬁcer (c) No Conﬂicts . As a condition of Executive’ s employment, Executive certiﬁes to the Company that: (a) Executive is free to enter into and fully perform the duties of Executive’ s position; (b) Executive is not subjec t to any employment, conﬁdentiality , non-competition or other agreement that would restrict Executive’ s performance for the Company; (c) Executive’ s signing this Agreement does not violate any order , judgment or injunction applicable to Executive, or conﬂict with or breach any agreemen t to which Executive is a party or by which Executive is bound; and (d) all facts Executive has presented to the Company are accurate and true, including, but not limited to, all oral and written statements Executive has made (including those pertaining to Executive’ s education, training, qualiﬁcations, licensing and prior work experience) in any job application, resume, c.v., interview or discussion with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 1/112. At-Will Employment . The parties agree that Executive\'s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 2/11reason. Executive understands and agrees that neither Executive ’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modiﬁcation, amendment, or extension, by implication or otherwise, of Executive’ s employment with the Company . 3. Compensation . (a) Base Salary . During the Employment Term, the Company will initially pay Executive as compensation for Executive’ s services a base salary at a rate of $508,500.00 per year, as modiﬁed from time to time at the discretion of the Company (the “Base Salary ”). The Base Salary will be paid in regular installments in accordance with the Company’ s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary ” for future employment under this Agreement. The ﬁrst and last payment will be adjusted, if necessary , to reﬂect a commencement or termination date other than the ﬁrst or last working day of a pay period. (b) Annual Bonus . For 2022 and 2023, Executive will be eligible to earn an annual discretionary bonus with a target amount equal to 40% of the Base Salary (“Target Bonus ”). The amount of the Target Bonus, if any, will be (i) prorated based on the total days the Executive is employed during the calendar year, (ii) determined in the sole discretion of the Company , and (iii) based, in part, on Executive’ s performance and the performance of the Company during the calendar year. For the 2022 Target Bonus, the Company will pay Executive the Target Bonus, if any, by no later than March 15th of the following calendar year. For the 2023 Target Bonus, the Company will pay Executive the Target Bonus, if any, on the ﬁrst regular payroll date following the date that Executive’ s employment is terminated by the Company or on the ﬁrst regular payroll date following the end of the Notice Period (as deﬁned below) if Executive Resigns. 4. Employee Beneﬁts . During the Employment Term, Executive may take advantage of various beneﬁts offered by the Company , such as group medical insurance, dental insurance, short-term disability , long-term disability and the Company’ s 401(k) plan. Executive will also be entitled to ﬁfteen (15) days of paid time off per year, as well as two (2) personal days and twelve (12) paid holidays, exclusive of any sick days Executive may need. These beneﬁts may be modiﬁed or changed from time to time at the sole discretion of the Company . The details of the Company’ s full beneﬁt of ferings can be found in its Employee Handbook. 5. Business Expenses . During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performa nce of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in effect from time to time. All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code (“Section 409A ”) and the rules and regulations thereunder , including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligib le expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. -2-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 3/116. Termination of Employment . (a) Effectiveness . Notwithstanding any other provision of this Agreement, the Company may terminate Executive’ s employment at any time, which shall be effective on the date the Company gives notice to Employee of such termination in accordance with this Agreement unless otherwise agreed by the Parties. Executive may resign from Executive’ s employment with the Company , provided that Executive provide at least four (4) weeks prior written notice (the “Notice Period ”). Such resignation shall be effective upon the expiration of the Notice Period. In the event that the Company accelerates the effective date of a resignation, such acceleration will result in the date selected by the Company serving as Executive’ s ﬁnal day of employment without any obligation for the Company to pay Executive’ s Base Salary for any days that remain in the Notice Period after such date. Executive’ s employment will terminate automatically upon Executive’ s Death or , upon fourteen (14) days prior written notice from the Company , in the event of Disability . (b) Effect of Termination . Upon any termination of Executive’ s employment, including by the Company or based on Executive’ s resignation or based on Executive’ s death or Disability , Executive shall be entitled to: (i) Executive’ s Base Salary through the effective date of termination; (ii) the right to continue health care beneﬁts under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA ”), at Executive’ s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or beneﬁts of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in ef fect. (c) Disability . For purposes of this Agreement, “Disability ” means that Executive, at the time notice is given, has been unable to substantially perform Executive’ s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’ s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. 7.Company Matters . (a) Proprietary Information and Inven tions . In connection with Executive’ s employment with the Company , Executive will receive and have acces s to Company conﬁdential information and trade secrets. Accordingly , enclosed with this Agreement is a Conﬁdentiality , Non- Solicitation, and Intellectual Property Agreement (the “Conﬁdential Information Agreement ”) which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’ s conﬁdential information and trade secrets, among other obligations. Executive agrees to review the Conﬁdential Information Agreement and only sign it after careful consideration. (b) Resignation on Termination . On termination of Executive’ s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, ofﬁces or other positions that Executive may hold in the Company or any afﬁliate, unless otherwise agreed in writing by the Parties. (c) Notiﬁcation of New Employer . In the event that Executive leaves the employ of the Company , Executive grants consent to notiﬁcation by the Com pany to Executive’ s new employer about Executive’ s rights and obligations under this Agreement and the Conﬁdential Information Agreement. Company agrees not to notify Executive’ s new employer unless it has a reasonable belief that Executive has violated or intends to violate a provision of the Conﬁdential Information Agreement. 8. Arbitration . To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Conﬁdential Information Agreement, or Executive’ s employment, or the termination of Executive’ s employment,16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 4/11including but not limited to the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts W age Act, Mass. Gen. Laws ch. 149, -3-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 5/11and any other statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by law, by ﬁnal, binding and conﬁdential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS ”) under the then applicable JAMS rules (at the following web address: https://www .jamsadr .com/rules-employment-arbitration/ ); provided, however , this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . In addition, all claims, disputes, or causes of action under this Section, whether by Executive or the Company , must be brought in an individual capacity , and shall not be brought as a plaintif f (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity . The Arbitrator may not consolidate the claims of more than one person or entity , and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator . Likewise, procedural questions which grow out of the dispute and bear on the ﬁnal disposition are also matters for the arbitrator . The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modiﬁed in the Conﬁdential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment may be publicly ﬁled with a court, while any other claims will remain subject to mandatory arbitration. 9. Assignment . This Agreement will be binding upon and inure to the beneﬁt of (a) the heirs, executors and legal representatives of Executive upon Executive\'s death and (b) any successor of the Company . Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company . None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer , conveyance or other disposition of Executive’ s right to compensation or other beneﬁts will be null and void. 10. Notices . All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier , mailed by United States ﬁrst-class mail, postage prepaid, or sent by facsimile directed to the Party to be notiﬁed at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery , three (3) days after the date of mailing, or upon conﬁrmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on ﬁle with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 6/1111. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and ef fect without said provision. -4-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 7/1112. Integration . This Agreement, together with the Plan and related agreements, and the Conﬁdential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration, or modiﬁcation of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. 13. Tax Withholding . All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. 14. Waiver . No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver . The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach 15. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts (with the exception of its conﬂict of laws provisions). 16. Acknowledgment . Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’ s legal couns el, has had sufﬁcient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 17. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 18. Effect of Headings . The section and subsection headings contained herein are for convenience only and shall not af fect the construction hereof. 19. Construction of Agreement . This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party . 20. Section 409A . (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or beneﬁts to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation beneﬁts that are considered deferred compensation under Section 409A (together , the “Deferred Compensation Separation Beneﬁts ”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “speciﬁed employee” within the meaning of Section 409A at the time of Executive’ s termination (other than due to death), then the Deferred Compensation Separation Beneﬁts that are payable within the ﬁrst six (6) months following Executive’ s separation from servic e, will become payable on the ﬁrst payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’ s separation from service. All subsequent Deferred Compensation Separation Beneﬁts, if any, will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Notwithstanding anything herein to the contrary , if Executive dies following Executive’ s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’ s death and all other Deferred Compensation Separation Beneﬁts will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Each payment and beneﬁt payable under this16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 8/11Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. -5-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 9/11(c) Any amount paid under this Agreem ent that satisﬁes the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. (d) Any amount paid under this Agreement that qualiﬁes as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit ” will mean the lesser of two (2) times: (i) Executive’ s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’ s taxable year preceding Executive’ s taxable year of Executive’ s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualiﬁed plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’ s employment is terminated. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and beneﬁts to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply . The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary , appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. -6-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 10/11IN WITNESS WHEREOF , each of the Parties has executed this Agreement as of the day and year ﬁrst above written. “COMP ANY” X4 PHARMACEUTICALS, INC. By:/s/ Paula Ragan Paula Ragan, PhD, CEO Address : X4 Pharmaceuticals, Inc 61 North Beacon Street, 4 Floor Boston, MA 02134 Attn: Email: “EXECUTIVE” MURRA Y STEW ART /s/ Murray Stewart Executive Name Address : Email: Enclosure Conﬁdentiality , Non-Solicitation, and Intellectual Property Agreement X4 PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT SIGNA TURE P AGEt h -7-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 11/11

[Assistant] {"clause_text": "Annual discretionary bonus based on company and individual performance.", "clause_type": "Bonus", "compliance_status": "Compliant", "legal_justification": "Aligned with flexible bonus schemes permitted under labor law."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.21 4 ex-1021.htm EX-10.21 Exhibit 10.21 image_0.jpg EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement ”) is entered into as of November 14, 2022, (the “Effective Date ”), by and between X4 Pharmaceuticals, Inc. (the “Company ”), and Murray Stewart (“Executive ”) (collectively referred to as the “Parties ” or individually referred to as a “ Party ”). R E C I T A L S WHEREAS, the Company desires to employ Executive as its Chief Medical Ofﬁcer , and to enter into an agreement embodying the terms of such employment; WHEREAS, Executive desires to accept such employment and enter into such an agreement. A G R E E M E N T NOW , THEREFORE, in consideration of the premises and mutual coven ants herein and for other good and valuable consideration, the Parties agree as follows: 1. Duties and Scope of Employment . (a) Positions and Duties . As of November 14, 2022 (the “Start Date ”), Executive will serve as Chief Medical Ofﬁcer of the Company . Executive will render such business and professional services in the performance of Executive’ s duties, consistent with Executive’ s position within the Company , as shall reasonably be assigned to Executive by the Company’ s Chief Executive Ofﬁcer . The period of Executive’ s at-will employment under the terms of this Agreement is referred to herein as the “ Employment Term.” (b) Obligations . During the Employment Term, Executive will perform Executive’ s duties faithfully and to the best of Executive’ s ability and will devote Executive’ s full business efforts and time to the Company . For the duration of the Employment Term, Executive agrees not to actively engage in any other employ ment, occupation or consulting activity , for any direct or indirect remuneration, that may create a conﬂict of interest or interfere with Executive’ s duties to the Company , without the prior approval of the Company’ s Chief Executive Ofﬁcer (c) No Conﬂicts . As a condition of Executive’ s employment, Executive certiﬁes to the Company that: (a) Executive is free to enter into and fully perform the duties of Executive’ s position; (b) Executive is not subjec t to any employment, conﬁdentiality , non-competition or other agreement that would restrict Executive’ s performance for the Company; (c) Executive’ s signing this Agreement does not violate any order , judgment or injunction applicable to Executive, or conﬂict with or breach any agreemen t to which Executive is a party or by which Executive is bound; and (d) all facts Executive has presented to the Company are accurate and true, including, but not limited to, all oral and written statements Executive has made (including those pertaining to Executive’ s education, training, qualiﬁcations, licensing and prior work experience) in any job application, resume, c.v., interview or discussion with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 1/112. At-Will Employment . The parties agree that Executive\'s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 2/11reason. Executive understands and agrees that neither Executive ’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modiﬁcation, amendment, or extension, by implication or otherwise, of Executive’ s employment with the Company . 3. Compensation . (a) Base Salary . During the Employment Term, the Company will initially pay Executive as compensation for Executive’ s services a base salary at a rate of $508,500.00 per year, as modiﬁed from time to time at the discretion of the Company (the “Base Salary ”). The Base Salary will be paid in regular installments in accordance with the Company’ s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary ” for future employment under this Agreement. The ﬁrst and last payment will be adjusted, if necessary , to reﬂect a commencement or termination date other than the ﬁrst or last working day of a pay period. (b) Annual Bonus . For 2022 and 2023, Executive will be eligible to earn an annual discretionary bonus with a target amount equal to 40% of the Base Salary (“Target Bonus ”). The amount of the Target Bonus, if any, will be (i) prorated based on the total days the Executive is employed during the calendar year, (ii) determined in the sole discretion of the Company , and (iii) based, in part, on Executive’ s performance and the performance of the Company during the calendar year. For the 2022 Target Bonus, the Company will pay Executive the Target Bonus, if any, by no later than March 15th of the following calendar year. For the 2023 Target Bonus, the Company will pay Executive the Target Bonus, if any, on the ﬁrst regular payroll date following the date that Executive’ s employment is terminated by the Company or on the ﬁrst regular payroll date following the end of the Notice Period (as deﬁned below) if Executive Resigns. 4. Employee Beneﬁts . During the Employment Term, Executive may take advantage of various beneﬁts offered by the Company , such as group medical insurance, dental insurance, short-term disability , long-term disability and the Company’ s 401(k) plan. Executive will also be entitled to ﬁfteen (15) days of paid time off per year, as well as two (2) personal days and twelve (12) paid holidays, exclusive of any sick days Executive may need. These beneﬁts may be modiﬁed or changed from time to time at the sole discretion of the Company . The details of the Company’ s full beneﬁt of ferings can be found in its Employee Handbook. 5. Business Expenses . During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performa nce of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in effect from time to time. All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code (“Section 409A ”) and the rules and regulations thereunder , including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligib le expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. -2-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 3/116. Termination of Employment . (a) Effectiveness . Notwithstanding any other provision of this Agreement, the Company may terminate Executive’ s employment at any time, which shall be effective on the date the Company gives notice to Employee of such termination in accordance with this Agreement unless otherwise agreed by the Parties. Executive may resign from Executive’ s employment with the Company , provided that Executive provide at least four (4) weeks prior written notice (the “Notice Period ”). Such resignation shall be effective upon the expiration of the Notice Period. In the event that the Company accelerates the effective date of a resignation, such acceleration will result in the date selected by the Company serving as Executive’ s ﬁnal day of employment without any obligation for the Company to pay Executive’ s Base Salary for any days that remain in the Notice Period after such date. Executive’ s employment will terminate automatically upon Executive’ s Death or , upon fourteen (14) days prior written notice from the Company , in the event of Disability . (b) Effect of Termination . Upon any termination of Executive’ s employment, including by the Company or based on Executive’ s resignation or based on Executive’ s death or Disability , Executive shall be entitled to: (i) Executive’ s Base Salary through the effective date of termination; (ii) the right to continue health care beneﬁts under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA ”), at Executive’ s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or beneﬁts of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in ef fect. (c) Disability . For purposes of this Agreement, “Disability ” means that Executive, at the time notice is given, has been unable to substantially perform Executive’ s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’ s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. 7.Company Matters . (a) Proprietary Information and Inven tions . In connection with Executive’ s employment with the Company , Executive will receive and have acces s to Company conﬁdential information and trade secrets. Accordingly , enclosed with this Agreement is a Conﬁdentiality , Non- Solicitation, and Intellectual Property Agreement (the “Conﬁdential Information Agreement ”) which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’ s conﬁdential information and trade secrets, among other obligations. Executive agrees to review the Conﬁdential Information Agreement and only sign it after careful consideration. (b) Resignation on Termination . On termination of Executive’ s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, ofﬁces or other positions that Executive may hold in the Company or any afﬁliate, unless otherwise agreed in writing by the Parties. (c) Notiﬁcation of New Employer . In the event that Executive leaves the employ of the Company , Executive grants consent to notiﬁcation by the Com pany to Executive’ s new employer about Executive’ s rights and obligations under this Agreement and the Conﬁdential Information Agreement. Company agrees not to notify Executive’ s new employer unless it has a reasonable belief that Executive has violated or intends to violate a provision of the Conﬁdential Information Agreement. 8. Arbitration . To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Conﬁdential Information Agreement, or Executive’ s employment, or the termination of Executive’ s employment,16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 4/11including but not limited to the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts W age Act, Mass. Gen. Laws ch. 149, -3-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 5/11and any other statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by law, by ﬁnal, binding and conﬁdential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS ”) under the then applicable JAMS rules (at the following web address: https://www .jamsadr .com/rules-employment-arbitration/ ); provided, however , this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . In addition, all claims, disputes, or causes of action under this Section, whether by Executive or the Company , must be brought in an individual capacity , and shall not be brought as a plaintif f (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity . The Arbitrator may not consolidate the claims of more than one person or entity , and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator . Likewise, procedural questions which grow out of the dispute and bear on the ﬁnal disposition are also matters for the arbitrator . The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modiﬁed in the Conﬁdential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment may be publicly ﬁled with a court, while any other claims will remain subject to mandatory arbitration. 9. Assignment . This Agreement will be binding upon and inure to the beneﬁt of (a) the heirs, executors and legal representatives of Executive upon Executive\'s death and (b) any successor of the Company . Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company . None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer , conveyance or other disposition of Executive’ s right to compensation or other beneﬁts will be null and void. 10. Notices . All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier , mailed by United States ﬁrst-class mail, postage prepaid, or sent by facsimile directed to the Party to be notiﬁed at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery , three (3) days after the date of mailing, or upon conﬁrmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on ﬁle with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 6/1111. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and ef fect without said provision. -4-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 7/1112. Integration . This Agreement, together with the Plan and related agreements, and the Conﬁdential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration, or modiﬁcation of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. 13. Tax Withholding . All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. 14. Waiver . No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver . The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach 15. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts (with the exception of its conﬂict of laws provisions). 16. Acknowledgment . Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’ s legal couns el, has had sufﬁcient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 17. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 18. Effect of Headings . The section and subsection headings contained herein are for convenience only and shall not af fect the construction hereof. 19. Construction of Agreement . This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party . 20. Section 409A . (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or beneﬁts to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation beneﬁts that are considered deferred compensation under Section 409A (together , the “Deferred Compensation Separation Beneﬁts ”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “speciﬁed employee” within the meaning of Section 409A at the time of Executive’ s termination (other than due to death), then the Deferred Compensation Separation Beneﬁts that are payable within the ﬁrst six (6) months following Executive’ s separation from servic e, will become payable on the ﬁrst payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’ s separation from service. All subsequent Deferred Compensation Separation Beneﬁts, if any, will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Notwithstanding anything herein to the contrary , if Executive dies following Executive’ s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’ s death and all other Deferred Compensation Separation Beneﬁts will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Each payment and beneﬁt payable under this16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 8/11Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. -5-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 9/11(c) Any amount paid under this Agreem ent that satisﬁes the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. (d) Any amount paid under this Agreement that qualiﬁes as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit ” will mean the lesser of two (2) times: (i) Executive’ s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’ s taxable year preceding Executive’ s taxable year of Executive’ s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualiﬁed plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’ s employment is terminated. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and beneﬁts to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply . The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary , appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. -6-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 10/11IN WITNESS WHEREOF , each of the Parties has executed this Agreement as of the day and year ﬁrst above written. “COMP ANY” X4 PHARMACEUTICALS, INC. By:/s/ Paula Ragan Paula Ragan, PhD, CEO Address : X4 Pharmaceuticals, Inc 61 North Beacon Street, 4 Floor Boston, MA 02134 Attn: Email: “EXECUTIVE” MURRA Y STEW ART /s/ Murray Stewart Executive Name Address : Email: Enclosure Conﬁdentiality , Non-Solicitation, and Intellectual Property Agreement X4 PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT SIGNA TURE P AGEt h -7-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 11/11

[Assistant] {"clause_text": "The employee will work full-time and devote their entire business time to the company.", "clause_type": "Working Hours", "compliance_status": "Compliant", "legal_justification": "This clause implies standard full-time work commitment without exceeding legal limits."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.10 3 exhibit1010-employmentlett.htm EX-10.10 Exhibit 10.10 samsara_owlxb Samsara Inc. March 17, 2023 Adam Eltoukhy Samsara Inc. 1 De Haro Street San Francisco, CA 94107 Re: Conﬁrmatory Employment Letter Dear Adam: This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Samsara Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it (the “Effective Date”), as indicated below. The purpose of this Agreement is to conﬁrm the current terms and conditions of your employment. 1. Position. Your position will continue to be Executive Vice President, Chief Legal Ofﬁcer and you will continue to report to the Company’s Chief Executive Ofﬁcer. This is a full-time position. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conﬂict of interest with the Company or that is in any way competitive with the business or proposed business of the Company, nor will you assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, except as approved by the Company’s Board of Directors (the “Board”). By signing this Agreement, you reconﬁrm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2. Base Salary. Your current annual base salary is $350,200, which will be payable, less applicable withholdings and deductions, in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices. 3. Performance Bonus. You are eligible to earn an annual cash bonus with a target value of 50% of your annual base salary, based on achieving performance objectives established by the Board or an authorized committee thereof (the “Committee”) in its sole discretion and payable upon achievement of those objectives as determined by the Committee. For ﬁscal 2024, your bonus, to the extent earned, will be paid in accordance with the FY24 bonus plan as adopted by the Committee, as such plan may be amended, subject to you remaining employed with the Company through the applicable payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices. 4. Equity Awards. You have been granted various equity awards by the Company. Those equity awards shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans. 5. Employee Beneﬁts. As a regular full-time employee of the Company, you will continue to be eligible to participate in Company-sponsored beneﬁts in accordance with the terms of the Company’s policies and beneﬁts plan. In addition, you will receive all additional coverages and beneﬁts provided to Company executives, including director and ofﬁcer liability insurance. With the exception of the Company’s at-will employment policy, discussed below, the16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 1/7Company may, from time to time, in its sole discretion, modify or eliminate its policies and/or beneﬁts offered to employees. -1-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 2/76. Severance Beneﬁts. You will be eligible for the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”), attached hereto as Exhibit A, as of the Effective Date. Your Participation Agreement under the Severance Plan will specify the severance payments and beneﬁts you could be eligible to receive in connection with certain terminations of your employment with the Company. These protections will supersede all other severance payments and beneﬁts you would otherwise currently be eligible for, or would become eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. 7. Employee Invention Assignment and Conﬁdentiality Agreement. As an employee of the Company, you will continue to have access to certain conﬁdential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Employee Invention Assignment and Conﬁdentiality Agreement attached hereto as Exhibit B (the “Invention Assignment and Conﬁdentiality Agreement”). 8. Arbitration Agreement. Your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Arbitration Agreement attached hereto as Exhibit C (the “Arbitration Agreement”). 9. Employment Relationship. Employment with the Company will continue to be for no speciﬁc period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and beneﬁts, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized ofﬁcer of the Company (other than you). 10. Governing Law; Venue. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conﬂict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any lawsuit arising out of or in any way related to this Agreement or to the Parties’ relationship hereunder shall be brought only in those state or federal courts having jurisdiction over actions arising in San Francisco County in the State of California. 11. Miscellaneous. This Agreement, together with your Participation Agreement, Invention Assignment and Conﬁdentiality Agreement, Arbitration Agreement, equity agreements, and other agreements referenced herein, constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modiﬁed by a written agreement signed by you and a duly authorized ofﬁcer of the Company. To conﬁrm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company. Sincerely, SAMSARA INC. By:/s/ Sanjit Biswas Sanjit Biswas Chief Executive Ofﬁcer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as speciﬁcally set forth herein. /s/ Adam Eltoukhy Adam Eltoukhy Date:March 17, 202316/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 3/7-2-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 4/7EXHIBIT A SAMSARA INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION -3-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 5/7EXHIBIT B EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT -4-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 6/7EXHIBIT C SAMSARA INC. ARBITRATION AGREEMENT -5-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 7/7

[Assistant] {"clause_text": "The company will reimburse business-related travel expenses in accordance with its policies.", "clause_type": "Reimbursements", "compliance_status": "Compliant", "legal_justification": "This clause is valid if the reimbursement policy is clearly defined elsewhere."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.10 3 exhibit1010-employmentlett.htm EX-10.10 Exhibit 10.10 samsara_owlxb Samsara Inc. March 17, 2023 Adam Eltoukhy Samsara Inc. 1 De Haro Street San Francisco, CA 94107 Re: Conﬁrmatory Employment Letter Dear Adam: This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Samsara Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it (the “Effective Date”), as indicated below. The purpose of this Agreement is to conﬁrm the current terms and conditions of your employment. 1. Position. Your position will continue to be Executive Vice President, Chief Legal Ofﬁcer and you will continue to report to the Company’s Chief Executive Ofﬁcer. This is a full-time position. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conﬂict of interest with the Company or that is in any way competitive with the business or proposed business of the Company, nor will you assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, except as approved by the Company’s Board of Directors (the “Board”). By signing this Agreement, you reconﬁrm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2. Base Salary. Your current annual base salary is $350,200, which will be payable, less applicable withholdings and deductions, in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices. 3. Performance Bonus. You are eligible to earn an annual cash bonus with a target value of 50% of your annual base salary, based on achieving performance objectives established by the Board or an authorized committee thereof (the “Committee”) in its sole discretion and payable upon achievement of those objectives as determined by the Committee. For ﬁscal 2024, your bonus, to the extent earned, will be paid in accordance with the FY24 bonus plan as adopted by the Committee, as such plan may be amended, subject to you remaining employed with the Company through the applicable payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices. 4. Equity Awards. You have been granted various equity awards by the Company. Those equity awards shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans. 5. Employee Beneﬁts. As a regular full-time employee of the Company, you will continue to be eligible to participate in Company-sponsored beneﬁts in accordance with the terms of the Company’s policies and beneﬁts plan. In addition, you will receive all additional coverages and beneﬁts provided to Company executives, including director and ofﬁcer liability insurance. With the exception of the Company’s at-will employment policy, discussed below, the16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 1/7Company may, from time to time, in its sole discretion, modify or eliminate its policies and/or beneﬁts offered to employees. -1-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 2/76. Severance Beneﬁts. You will be eligible for the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”), attached hereto as Exhibit A, as of the Effective Date. Your Participation Agreement under the Severance Plan will specify the severance payments and beneﬁts you could be eligible to receive in connection with certain terminations of your employment with the Company. These protections will supersede all other severance payments and beneﬁts you would otherwise currently be eligible for, or would become eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. 7. Employee Invention Assignment and Conﬁdentiality Agreement. As an employee of the Company, you will continue to have access to certain conﬁdential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Employee Invention Assignment and Conﬁdentiality Agreement attached hereto as Exhibit B (the “Invention Assignment and Conﬁdentiality Agreement”). 8. Arbitration Agreement. Your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Arbitration Agreement attached hereto as Exhibit C (the “Arbitration Agreement”). 9. Employment Relationship. Employment with the Company will continue to be for no speciﬁc period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and beneﬁts, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized ofﬁcer of the Company (other than you). 10. Governing Law; Venue. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conﬂict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any lawsuit arising out of or in any way related to this Agreement or to the Parties’ relationship hereunder shall be brought only in those state or federal courts having jurisdiction over actions arising in San Francisco County in the State of California. 11. Miscellaneous. This Agreement, together with your Participation Agreement, Invention Assignment and Conﬁdentiality Agreement, Arbitration Agreement, equity agreements, and other agreements referenced herein, constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modiﬁed by a written agreement signed by you and a duly authorized ofﬁcer of the Company. To conﬁrm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company. Sincerely, SAMSARA INC. By:/s/ Sanjit Biswas Sanjit Biswas Chief Executive Ofﬁcer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as speciﬁcally set forth herein. /s/ Adam Eltoukhy Adam Eltoukhy Date:March 17, 202316/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 3/7-2-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 4/7EXHIBIT A SAMSARA INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION -3-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 5/7EXHIBIT B EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT -4-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 6/7EXHIBIT C SAMSARA INC. ARBITRATION AGREEMENT -5-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 7/7

[Assistant] {"clause_text": "Employee will not disclose any confidential information during or after employment.", "clause_type": "Confidentiality", "compliance_status": "Compliant", "legal_justification": "Such clauses are legally enforceable under contract law."}