EX-10.10



 Exhibit 10.10 

 
 



 
 Cyan, Inc. 
 1383 N. McDowell Blvd., Suite 300 
 Petaluma, CA 94954 

Phone: +1 707-735-2300 
 February 15, 2013 
 Michael Zellner 
 Dear Mike: 
 On behalf of Cyan, Inc. (the “Company”
), I am pleased to offer you the position of Chief Financial Officer. 
 The terms of your employment with the Company
are as set forth below: 
 1. Position. 

(a) You will become the Chief Financial Officer of the Company. You will report to the Company’s Chief Executive Officer, with
dotted line reporting to the Company’s Audit Committee. 
 (b) You agree to the best of your ability and experience that
you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your
employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice,
you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, and you will not directly or indirectly engage or participate in
any business that is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable
organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. In addition, the Company is aware that you are actively engaged in those
activities listed in Exhibit A and consents to your continued participation in such activities. 
 2. Start
Date. Subject to fulfillment of the conditions imposed by this letter agreement, you will commence your employment with the Company on or before February 25, 2013. The date you actually commence employment is referred to as your Start
Date. 
 3. Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to
the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be
terminated. 








 Michael Zellner 
 Page 2 
 February 15, 2013 

 

 4. Compensation. 

(a) You will be paid a semi-monthly salary of $10,833.33 which is equivalent to $260,000 on an annualized basis (the “Base
Salary”). Your salary will be payable semi-monthly pursuant to the Company’s regular payroll policy. The Base Salary will be reviewed annually as part of the Company’s normal salary review process. 

(b) In addition to your Base Salary, you will be eligible to participate in the Cyan Incentive Plan (the “Incentive
Plan”). Your annualized target bonus under the Incentive Plan will be 35% of your Base Salary. The bonus will be subject to the terms of the Incentive Plan and will be pro rated for partial year’s service. 

5. Housing Allowance. Cyan understands your family home is in San Mateo, and that in connection with joining Cyan, you will
rent an apartment in or around Petaluma. To help defray the costs of your establishing and maintaining a residence close to Cyan, Cyan will pay you a monthly housing allowance of $3,500.00 per month (the “Housing Allowance”)
for the first 12 months of your employment. The Housing Allowance will be payable in accordance with the Company’s regular payroll policy. This arrangement will be re-evaluated at or near the end of the first year of your employment, and may be
extended. You acknowledge that the Housing Allowance will be deemed to be compensation reportable on your Form W-2, and will be subject to customary withholding taxes. 
 6. Stock Option Grant. 
 (a) In connection with your employment, the
Company will recommend that the Board of Directors grant you an option to purchase 475,000 shares of the Company’s Common Stock (“Option Shares”), which represents approximately 1% of the fully diluted outstanding equity
of the Company. The option will have an exercise price equal to the fair market value on the date of the grant and will vest at the rate of 25% of the Option Shares on the first anniversary of your Vesting Commencement Date (which will be your Start
Date) and the remaining Option Shares will vest monthly thereafter at the rate of 1/48 of the total number of the Option Shares per month, for a total of four years of vesting. Vesting will, of course, depend on your continued employment with the
Company. The option will be subject to the terms of the Company’s 2006 Stock Plan and the Stock Option Agreement between you and the Company. 
 (b) In the event that the Company consummates a Change of Control Transaction (as defined in Appendix A) and within three (3) months prior to or twelve (12) months thereafter
(1) your employment relationship with the Company (or its successor) is terminated by the Company (or its successor) for any reason other than Cause (as defined in Exhibit B), death or your inability to perform the essential functions of
your job due to a permanent and total disability or (2) you Resign for Good Reason (as defined in Exhibit B) from your employment relationship with the Company (or its successor), then, (X) in addition to the shares which have
vested by the passage of time as described above, your option will vest and become immediately exercisable as to an additional 50% of the then unvested shares subject to the option. 

  









 Michael Zellner 
 Page 3 
 February 15, 2013 

 

 7. Benefits. 

(a) Insurance Benefits. The Company will provide you with the opportunity to participate in the standard benefits plans
currently available to other Company employees, subject to any eligibility requirements imposed by such plans. 
 (b)
Vacation; Sick Leave. You will be entitled to paid time off according to the Company’s standard policies. 

8. Confidential Information and Invention Assignment Agreement. Your acceptance of this offer and commencement of
employment with the Company is contingent upon the execution and delivery to an officer of the Company, on or before your Start Date, of a Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and
execution (the “Confidentiality Agreement”). 
 9. At-Will Employment. The Company is
excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company will be on an “at will” basis, meaning that either you or the Company may
terminate your employment at any time for any reason or no reason, without further obligation or liability. The Company may also modify your duties, compensation or other terms and conditions of your employment at any time for any reason, with or
without notice. 
 10. No Conflicting Obligations. You understand and agree that by accepting this offer of
employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written
agreement in conflict with any of the provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information
belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way
possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former
employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires. 
 11. Governing Law; Arbitration. This letter will be governed by the laws of the State of California without regard to is conflict of laws provision. In the event of any dispute or claim
relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all
rights to a jury trial but all court remedies 

  









 Michael Zellner 
 Page 4 
 February 15, 2013 

 

 
will be available in arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate
discovery, and (v) the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law. 

12. Entire Agreement. This letter, together with the Confidentiality Agreement, sets forth the entire agreement and
understanding between you and the Company relating to your employment and supersedes all prior agreements and discussions between us. This letter may not be modified or amended except by a written agreement, signed by the Company and by you.

 We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of
the Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This offer will terminate if not accepted by you on or before 5 p.m.
Pacific Time on Friday, February 15, 2013. 
  

					
	Very truly yours,	 		 	ACCEPTED AND AGREED:
			
	CYAN, INC.	 		 	MICHAEL ZELLNER

  

							
	By:	 	 Kenneth M. Siegel
	 		 	  /s/ Michael Zellner

		 		 		 	Signature
				
	Title:	 	 Vice President & General Counsel
	 		 	 15/Feb/2013
 Date



  








 Exhibit A 
 Approved External Activities 
 Member of the Board of Directors and chairperson of
the Audit Committee of FormFactor, Inc. 







 Exhibit B 
 Definitions 
 “Change of Control Transaction” shall mean the
Company’s (A) sale, conveyance or other disposition of (1) all or substantially all of its assets, property or business (including the granting of one or more exclusive licenses of all or substantially all of the Company’s
intellectual property, the cumulative effect of which results in the Company retaining insufficient intellectual property rights to continue operation as a going concern) or (2) 50% or more of its capital stock or (B) merger with or into
or consolidation with any other corporation, limited liability company or other entity (other than to a wholly-owned subsidiary of the Company), provided, however, that none of the following shall be considered a Change of Control
Transaction: (i) a merger effected exclusively for the purpose of changing the domicile of the Company, (ii) an equity financing in which the Company is the surviving corporation, (iii) a merger, consolidation or similar transaction
in which the stockholders of the Company immediately prior to the transaction own, directly or indirectly, more than 50% of the voting stock of the surviving corporation immediately following the transaction (taking into account only stock of the
Company held by such stockholders prior to the transaction), or (iv) the granting of one or more exclusive licenses of all or substantially all of the Company’s intellectual property to one or more wholly-owned subsidiaries of the
Company; 
 “Cause” shall mean (i) your repeated failure to materially fulfill your duties and
responsibilities to the Employer, or abide, in all material respects, with the written policies of the Employer that have been provided to you after written notice from the Company or the Employer describing in reasonable detail your failure to
perform such duties or responsibilities or abide by such policies that is not cured within twenty (20) days of such written notice thereof, (ii) your engagement in knowing and intentional illegal conduct that was or is injurious in any
material respect to the Employer or the Company or their affiliates, (iii) your material violation or material breach of the terms of your employment agreement or Confidential Information and Invention Assignment Agreement with the Employer
that is not cured within twenty (20) days of written notice thereof or is incapable of cure, or (iv) your conviction of, or entry of a plea of nobo contendere to, a felony or committing any act of
embezzlement, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company (or its successor) or its affiliates; 
 “Employer” shall mean the Company or subsidiary of the Company (or its successor) by which you are directly employed; and 

“Resign for Good Reason” shall mean your resignation from all positions you then hold with the Employer and its affiliates,
following the occurrence of one of the following events without your written consent: (i) a material reduction of your duties, position or responsibilities, provided that your duties, position and responsibilities shall not be deemed to be
materially reduced if you retain reasonably comparable duties, position and responsibilities with respect to the Company’s business within the successor entity following a Change of Control Transaction; (ii) a reduction








 
by the Employer in your gross base salary, as in effect immediately prior to such reduction, other than in connection with a similar reduction for all similarly-situated employees of the
Employer; (iii) a material reduction by the Employer in the kind or level of benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is materially diminished, or
(iv) relocation of your principal place of work to a location that is more than 50 miles from your principal work site immediately prior to such change; provided that prior to such resignation, you provide written notice of the occurrence of
such event listed above to the Employer and to the Company’s (or its successor’s) President, Chief Executive Officer or Chairman of the Board (other than to yourself) within the 60-day period following the occurrence of such event and such
event is not remedied by the Company, or its successor, within 30 days following its receipt of such written notice and your termination of employment occurs no later than 60 days following the expiration of such 30 day period to remedy.