Exhibit








Exhibit 10.6
10/02/2015




                                            












Your Offer
___________________________
Jackie Reses


Square Capital Lead































































































Dear Jackie


Square, Inc., a Delaware corporation (the "Company"), is pleased to offer you employment with the
Company on the terms described below.


1.     Position. You will start in a full-time position as Square Capital Lead and you will
initially report to Jack Dorsey. Your position is classified as exempt. By signing this
letter, you confirm with the Company that you are under no contractual or other legal
obligations that would prohibit you from performing your duties with the Company.


2.     Compensation.


(a)     Base Salary. You will be paid a starting salary at the rate of $250,000 per
year, payable on the Company's regular payroll dates. Your base salary will
be subject to review and adjustments will be made based upon the
Company's normal performance review practices.


(b)     Benefits. You will be eligible to participate in all of the Company benefit plans
as available, including group health insurance and paid time off, based on
policies in effect during your employment. The Company reserves the right to
cancel or change the benefit plans and programs it offers to its employees at
any time.


3.     Equity Awards. Following your start date, we will recommend to the Board of
Directors of the Company or any authorized committee thereof (the "Board") that you
be granted an option to purchase up to 1,500,000 shares of the Company's common
stock. The option will be subject to the terms and conditions applicable to options
granted under the Company's 2009 Stock Plan (the "2009 Plan") and the applicable
stock option agreement. You will vest 25% of the shares subject to the option on the
date that is 12 months after your start date, and the balance will vest in equal
monthly installments over the next 36 months, subject to your continuous service to
the Company through each vesting date, as described in your applicable stock option
agreement. The exercise price per share of the option will be equal to the fair market
value per share on the grant date, as determined by the Board in good faith
compliance with applicable guidance in order to avoid having the option be treated
as deferred compensation under Section 409A of the Internal Revenue Code of
1986, as amended. There is no guarantee that the Internal Revenue Service will
agree with this value.


In addition, following your start date, we will recommend to the Board that you be
granted restricted stock units covering 400,000 shares of the Company's common
stock (the "RSUs"). The RSUs will be subject to the terms and conditions applicable
to restricted stock units granted under the 2009 Plan and the applicable restricted
stock unit agreement. You will vest 25% of the RSUs on the one year anniversary of
the 1st or 16th day of the month immediately following your start date and 1/16th of
the RSUs on quarterly vesting dates thereafter, subject to your continuous service to
the Company through each vesting date, as described in the applicable restricted
stock unit agreement.























The option and RSU awards described above are subject to the approval of the
Board, and these promises to recommend such approval are not promises of
compensation and are not intended to create any obligation on the part of the
Company. You should consult with your own tax advisor concerning the tax risks
associated with accepting an option to purchase the Company's common stock or an
award of RSUs.


4.     Change of Control and Severance Benefits. Subject to the approval of the Board,
you will be eligible to enter into a Change of Control and Severance Agreement (the
"Severance Agreement") applicable to you based on your senior position within the
Company. The Severance Agreement will specify the severance payments and
benefits you would be entitled to in connection with a change of control transaction
and certain terminations of employment. These protections will supersede all other
severance or other benefits you would otherwise be entitled to under any plan,
program or policy that the Company may have in effect from time to time.


5.     Confidential Information and Invention Assignment Agreement. Like all
Company employees, you will be required, as a condition of your employment with
the Company, to sign the Company's enclosed standard Confidential Information and
Invention Assignment Agreement (the "Confidentiality Agreement").


6.     Employment Relationship. Your employment with the Company will be for no
specific period of time and is "at will," meaning that either you or the Company may
terminate your employment at any time and for any reason, without prior notice and
with or without cause. Any contrary representations which may have been made to
you are superseded by this offer. This is the full and complete agreement between
you and the Company on this term. Further, your participation in any equity-based or
benefit program is not to be regarded as assuring you of continuing employment for
any particular period of time. 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 the Company's Chief Executive
Officer.


7.     Outside Activities. While you render services to the Company, you agree that you
will not engage in any other employment, consulting or other business activity
without the written consent of the Company. In addition, while you render services to
the company, you will not assist any person or entity in competing with the Company,
in preparing to compete with the Company or in hiring any employees or consultants
of the Company. You will disclose to the Company in writing any other gainful
employment, business or activity that you are currently associated with or participate
in that competes with the Company.


8.     Withholding Taxes. All forms of compensation referred to in this letter are subject
to applicable withholding and payroll taxes.


9.     Authorization to Work. Please note that because of employer regulations adopted
in the Immigration Reform and Control Act of 1986, at the time of joining, you must






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have authorization to work for Square in the United States. You should present
documentation demonstrating that you have authorization to work for Square in the
United States on the first day of your new position, but no later than within three (3)
days of starting your new position. If you have questions about this requirement,
which applies to U.S. citizens and non-U.S. citizens alike, you may contact our
personnel office.


10.     Arbitration. You and the Company shall submit to mandatory and exclusive binding
arbitration of any controversy or claim arising out of, or relating to, this Agreement or
any breach hereof, provided, however, that the parties retain their right to, and shall
not be prohibited, limited or in any other way restricted from, seeking or obtaining
equitable relief from a court having jurisdiction over the parties. Such arbitration shall
be governed by the Federal Arbitration Act and conducted through the American
Arbitration Association in the State of California, San Francisco County, before a
single neutral arbitrator, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association in effect at that time.
The parties may conduct only essential discovery prior to the hearing, as defined by
the AAA arbitrator. The arbitrator shall issue a written decision that contains the
essential findings and conclusions on which the decision is based. You shall bear
only those costs of arbitration you would otherwise bear had you brought a claim
covered by this Agreement in court. Judgment upon the determination or award
rendered by the arbitrator may be entered in any court having jurisdiction thereof.


11.     Background Check. The Company may conduct an employment verification of
criminal, education, and employment background. This offer can be rescinded
based upon data received in the verification.


12.     Entire Agreement. This letter, along the Confidentiality Agreement, the Severance
Agreement, and the 2009 Plan and your equity award agreement(s) thereunder,
constitute the entire agreement between you and the Company regarding the subject
matters discussed herein, and they supersede and replace any prior understandings
or agreements, whether oral, written or implied, between you and the Company
regarding the matters described in this letter.




































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If you wish to accept this offer, please sign and date both the enclosed duplicate original of this
letter and the enclosed Confidential Information and Invention Assignment Agreement and return
them to me. As required, by law, your employment with the Company is also contingent upon your
providing legal proof of your identity and authorization to work in the United States. This offer, if not
accepted, will expire at the close of business on 10/06/2015.


We look forward to having you join us no later than 10/19/2015


Very truly yours,


Square, Inc.


	
			
	 
	 
	 

	By:
	 
	Accepted and agreed:

	 
	 
	 

	 
	 
	 

	/s/ Aditya K. Roy
	 
	/s/ Jackie Reses

	(Signature)
	 
	(Signature)

	 
	 
	 

	ADITYA K. ROY
	 
	JACKIE RESES

	Name
	 
	 

	 
	 
	 

	People Lead
	 
	10/6/2015

	Title
	 
	Date

	 
	 
	 

	 
	 
	10/19/2015

	 
	 
	Anticipated Start Date
























































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