EX-10.1


   

  											  Exhibit 10.1

  August 1, 2022										

   

  Clarence Ken Ewell

   

  Re:  Offer of Employment 

  Dear Ken, 

  Congratulations!! Momentive Inc. (the “Company”) is pleased to promote you to the full-time position of Chief Customer Officer, to include responsibility for both pre and post sales cycles for our customers. You will initially report to Zander Lurie, at the Company’s offices in San Mateo, California. The effective date for your new role will be August 4, 2022. (the “Employment Date”).  

  Salary

  Your new base salary, effective on August 4, 2022 will be $415,000 on an annual basis, less applicable withholdings, paid in accordance with the Company’s normal payroll practices.  Future adjustments in compensation, if any, will be made by the Company in its sole and absolute discretion.  This position is an exempt position, which means you are paid for the job and not by the hour.  Accordingly, you will not receive overtime pay if you work more than 8 hours in a work day or 40 hours in a workweek. 

  Annual Bonus

  In addition to your base salary, you will be eligible to participate in the Company’s Incentive Bonus Plan (“Bonus Plan”) applicable to your position.  Bonus awards under this plan are based upon the Company’s achievement of specific financial objectives, and your achievement of individual goals, each calendar year.  For 2022, your bonus target (at 100% achievement of plan) will be 70% of your base salary, pro-rated in conjunction with your Employment Date.  Bonuses will be paid only if earned in accordance with the terms and conditions of the written Bonus Plan.  The Company reserves the right to alter or amend bonus plans as it deems appropriate and in its sole discretion.

   

  Equity

  Your existing equity grants will continue to vest pursuant to their terms. 

   

  We are pleased to share with you that we are recommending that the Board of Directors of Momentive Global Inc. (the “Board”) approve a grant of equity in Momentive Global Inc. in the form of Restricted Stock Units (“RSUs”) Subject to Board approval, you will be granted an award (the “Grant”́) with a value of approximately $630,000 USD (the “Grant Value “).

   

  The actual number of RSUs you will receive will be calculated by dividing the Grant Value by a trailing average of our stock price calculated during  the month of the date of grant. The Grant is subject to the terms of the Momentive Global Inc. 2018 Equity Incentive Plan, as amended,  and the applicable Restricted Stock Unit Award Agreement (collectively the “RSU Plan Documents”) that you will be required to sign as a condition of receiving the RSUs.  

  The terms of each Grant will be fully described in the Plan Documents and you will receive an online notification with instructions about how to access and accept your Grant no later than the end of August.

   

  The RSUs will vest as follows: 1/12th of the total number of RSUs will vest in mid-November 2022 and 1/12th of the total number of RSUs will vest quarterly thereafter until all RSUs have vested, provided that you continue to be employed by the Company at such time.

   

   

   

  

   

  Benefits
Your eligibility to participate in the standard benefits program offered by the Company to other similarly situated employees, in accordance with our policies, which may change from time to time, and after meeting applicable eligibility requirements, if any, will continue.  The standard benefits program currently includes group medical, vision and dental insurance.  Additionally, you will be eligible to receive paid holidays and Paid Time Off in accordance with our policies.  You should note that the Company may modify benefit offerings from time to time.

  At-Will Employment Relationship

  If you accept our offer, your employment with the Company will be “at-will.”  This means your employment is not for any specific period of time and can be terminated by you at any time for any reason.  Likewise, the Company may terminate the employment relationship at any time, with or without cause or advance notice.  In addition, the Company reserves the right to modify your position, duties, compensation level or structure, and reporting relationship to meet business needs and to use its managerial discretion in deciding on appropriate discipline.  Any change to the at-will employment relationship must be by a specific, written agreement signed by you and the Company’s Chief Executive Officer.

   

  Other Matters

  Your employment continues to require your adherence to the Company’s standard form Employee Proprietary Information and Inventions Agreement and the Company’s standard form Arbitration Agreement, which you have previously executed.

This letter, including the Employee Proprietary Information and Inventions Agreement that you have previously executed, constitutes the entire agreement between you and the Company and supersedes all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written, express or implied, on this subject.  This letter may not be modified or amended except by a specific, written agreement signed by you and the Company’s Chief Executive Officer.

  
Further, we wish to impress on you that you must not bring to the Company any confidential or proprietary information or material of any former employer, disclose or use such information or material in the course of your employment with the Company, or violate any other obligation to your former employers.

  Accepting this Offer

  We are pleased to offer you this challenging opportunity to contribute to the success of Momentive Inc., and we look forward to seeing you take on your new role.  To accept this offer, please sign and date in the spaces provided below.  A countersigned copy will be provided to you for your records.

   

  Sincerely, 

   

  /s/ Becky Cantieri

   

  Becky Cantieri

  Chief People Officer

  *	*	*

  I have read this offer letter in its entirety, and agree to and accept the terms and conditions of employment stated above.  I understand and agree that my employment with the Company is at-will.

   

  			
	/s/ Clarence Ken Ewell
	 
	August 3, 2022

	Signed
	 
	Date