Employment Offer Letter between the Registrant and Paul Levine



 Exhibit 10.7 

 
 



 
 Employment Offer Letter 
 Dear Paul, 
 I am pleased to offer you a position with Trulia,
Inc. (the “Company”) as Chief Operating Officer commencing on February 14th, 2011, as otherwise mutually agreed. You will receive a monthly salary of $20,833.33 ($250,000.00 per year), less applicable withholding, which will be paid in accordance with the Company’s normal
payroll procedures. You will also be eligible to receive up to an additional $100,000 in performance bonuses per calendar year tied directly to company financials and personal KPIs. Details of the specific performance metrics are to be agreed within
30 days from the start of employment. You should note that the Company reserves the right to modify salaries from time to time as it deems necessary. 
 In addition to your salary, we will recommend to the Company’s Board of Directors at their next regularly scheduled meeting that you receive an incentive stock option to purchase 1,607,284 shares
(which equals approximately 2.25% of the fully diluted outstanding shares as of the date of this letter) of the Company’s common stock at the then current fair market value for such shares. Your option will vest and become exercisable over a
four-year period with 25% vesting on the one-year anniversary of your employment start date and with the balance vesting equally every month thereafter over the following 36 months; provided however, if within 12 months following a change in
control your service is either (i) involuntarily terminated without cause (as defined in the Plan) or (ii) voluntarily terminated with “Good Reason” then 50% of your remaining unvested shares shall fully vest and become
exercisable.
 “Good Reason” shall be deemed to exist if (i) there is a reduction of your base compensation of greater
than 25% due to the change in control, (ii) you are subjected to discrimination, harassment or abuse as a result of your race, color, religion, creed, sex, age, national origin, sexual orientation or disability, or (iii) upon the
Company’s or its successor’s request, you refuse to relocate to a facility or location outside the San Francisco Bay Area. 
 You will
also be entitled to the standard benefits package of the Company. 
 You should be aware that your employment with the Company is for no
specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without
cause, and with or without notice. 
 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. 

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other
business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

 As a Company employee, you will be expected to abide by Company rules and regulations. You will be specifically required to sign an
acknowledgement that you have read and understand the Company rules of conduct which will be included in a handbook which the Company will soon complete and distribute. You will be expected to sign and comply with the Employment, Confidential
Information, Invention Assignment Agreement attached as Exhibit A, which requires, among other things, the assignment of your rights to any intellectual property made during your employment at the Company, and non-disclosure of
proprietary information. 
 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. A duplicate original is enclosed for your records. This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any
prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you. 

This offer of employment will remain valid through the end of business, January 14th, 2011. 
 We look forward to working with you at Trulia, Inc.! 
  

									
		 		 		 	Very truly yours,
				
		 		 		 	TRULIA, INC.
					
		 		 		 	By:	 	 /s/ Peter Flint

				
	AGREED AND ACCEPTED:	 		 		 	Peter Flint, CEO
				
	 /s/ Paul Levine
	 		 		 	
				
	Paul Levine	 		 		 	









  
 



 
 EXHIBIT A 
 TRULIA, INC. 
 Employment, Confidential Information and Intellectual
Property Assignment Agreement 
 As a condition of my employment with Trulia, Inc., its subsidiaries, affiliates, successors
or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following terms under this
Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”): 
 1. Employment. 
 (a) I understand and acknowledge that my employment
with the Company is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of
the Company or myself, with or without notice. 
 (b) I agree that, during the term of my employment with the Company, I will
not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that
conflict with my obligations to the Company. 
 2. Confidential Information. 

(a) Company Information. I agree at all times during the term of my employment
(my “Relationship with the Company”) and thereafter to hold in strictest confidence, and not to use except for the benefit of the Company or to disclose to any person, firm or corporation without written
authorization of the Board of Directors of the Company, any Confidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the
term of my Relationship with the Company), markets, works of original authorship, photographs, negatives, digital images, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information
does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. 







 (b) Other Employer Information. I agree that I will not, during my
Relationship with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document
or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. 
 (c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on
the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any
person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party. 
 3. Intellectual Property. 
 (a) Assignment of Intellectual
Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and
to any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, during the period of time I am in the service of the Company (collectively referred to as “Intellectual Property”) and which (i) are developed using the equipment,
supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by me for the Company, or (iii) relate to the business, or to the actual or demonstrably anticipated research or
development of the Company. The Intellectual Property will be the sole and exclusive property of the Company. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and
during the period of my Relationship with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent any Intellectual Property is not deemed to be
work for hire, then I will and hereby do assign all my right, title and interest in such Intellectual Property to the Company, except as provided in Section 3(e). 
 (b) Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the
Intellectual Property and any copyrights, patents or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of
all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and
nominees the sole and exclusive rights, title and interest in and to such Intellectual Property, and any copyrights, patents or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do 

  
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so, any such instrument or papers shall continue after the termination of this Intellectual Property Agreement. If the Company is unable because of my mental or physical incapacity or for any
other reason to secure my assistance in perfecting the rights transferred in this Intellectual Property Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in
fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force
and effect as if executed by me. The designation and appointment of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable. 

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Intellectual Property
made by me (solely or jointly with others) during the term of my Relationship with the Company. The records will be in the form of notes, sketches, drawings, and works of original authorship, photographs, negatives, digital images or any other
format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. 
 (d) Intellectual Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by me
prior to my Relationship with the Company (collectively referred to as “Prior Intellectual Property”), which belong to me, which relate to the Company’s proposed business, products or research and development,
and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior
Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual
Property as part of or in connection with such Company property. 
 Prior Intellectual Property: 

 

					
	Title	  	Date	  	 Identifying Number
 or Brief Description

	
	  

	
	  

	
	  


 (e) Exception to Assignments. I understand that the provisions of this Intellectual
Property Agreement requiring assignment of Intellectual Property to the Company are limited to Section 2870 of the California Labor Code, which is attached hereto as Appendix A, and do not apply to any intellectual property
that (i) I develop entirely on my own time; and (ii) I develop without using Company equipment, supplies, facilities, or trade secret information; and (iii) do not result from any work performed by me for the Company;
and (iv) do not relate at the time of 

  
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conception or reduction to practice to the Company’s current or anticipated business, or to its actual or demonstrably anticipated research or development. Any such intellectual property
will be owned entirely by me, even if developed by me during the time period in which I am employed by the Company. I will advise the Company promptly in writing of any intellectual property that I believe meet the criteria for exclusion set forth
herein and are not otherwise disclosed pursuant to Section 3(d) above. 
 (f) Return of Company Documents. I
agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all works of original authorship, photographs, negatives, digital images,
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my
Relationship with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my Relationship with the Company, I agree to sign and deliver the
“Termination Certificate” attached hereto as Appendix B. 
 4. Notification of New
Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer or consulting client about my rights and obligations under this Intellectual Property Agreement.

 5. No Solicitation of Employees. In consideration for my Relationship with the Company and other valuable consideration,
receipt of which is hereby acknowledged, I agree that during the period of my Relationship with the Company as an employee, officer and/or director and for a period of twelve (12) months thereafter I shall not solicit the employment of any
person who shall then be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person,
firm, corporation, association or other entity, directly or indirectly. 
 6. Representations. I represent that my performance of
all the terms of this Intellectual Property Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Relationship with the Company. I have not entered into, and I
agree I will not enter into, any oral or written agreement in conflict herewith. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Intellectual Property Agreement. 

7. Arbitration and Equitable Relief. 
 (a) Arbitration. Except as provided in Section (b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach
of this Intellectual Property Agreement, shall be settled by arbitration to be held in San Francisco, California, in accordance with the rules then in effect of the American Arbitration Association, provided however, the parties will be entitled to
full and liberal evidentiary discovery in accordance with the rules governing civil litigation in courts of the same jurisdiction. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of


  
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the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company
will pay the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses. 
 (b)
Equitable Remedies. Each of the Company and I agree that disputes relating to or arising out of a breach of the covenants contained in this Intellectual Property Agreement would likely require injunctive relief to maintain the status
quo of the parties pending the appointment of an arbitrator pursuant to this Intellectual Property Agreement. The parties hereto also agree that it would be impossible or inadequate to measure and calculate the damages from any breach of the
covenants contained in this Intellectual Property Agreement prior to resolution of any dispute pursuant to arbitration. Accordingly, pursuant to C.C.P. §1281.8(b), if either party claims that the other party has breached any covenant of this
Intellectual Property Agreement, that party will have available, in addition to any other right or remedy, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and/or to specific
performance of any such provision of this Intellectual Property Agreement pending resolution of the dispute through arbitration. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and hereby
consents to the issuance of such injunction and to the ordering of specific performance. However, upon appointment of an arbitrator, the arbitrator shall review any interim, injunctive relief granted by a court of competent jurisdiction and shall
have the discretion, jurisdiction, and authority to continue, expand, or dissolve such relief pending completion of the arbitration of such dispute or controversy. The parties agree that any orders issued by the arbitrator may be enforced by any
court of competent jurisdiction if necessary to ensure compliance by the parties. 
 8. General Provisions. 

(a) Governing Law; Consent to Personal Jurisdiction. This Intellectual Property Agreement will be governed by the laws of
the State of California as they apply to contracts entered into and wholly to be performed within such State. I hereby expressly consent to the nonexclusive personal jurisdiction and venue of the state and federal courts located in the federal
Northern District of California for any lawsuit filed there by either party arising from or relating to this Intellectual Property Agreement. 
 (b) Entire Agreement. This Intellectual Property Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all
prior discussions between us. No modification of or amendment to this Intellectual Property Agreement, nor any waiver of any rights under this Intellectual Property Agreement, will be effective unless in writing signed by the party to be charged.
Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Intellectual Property Agreement. 
 (c) Severability. If one or more of the provisions in this Intellectual Property Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.


  
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 (d) Successors and Assigns. This Intellectual Property Agreement will be
binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. 
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 IN WITNESS WHEREOF, the undersigned has executed this Employment, Confidential Information and
Intellectual Property Assignment Agreement as of January 13, 2011. 
  

			
	By:	 	 /s/ Paul Levine





			
		
	Name:	 	 Paul Levine





			
		
	Address:	 	  

		
		 	  



  

			
	WITNESS
		
	By:	 	  



			
		
	Name:	 	  



			
		
	Address:	 	  

		
		 	  









  
 



 
 APPENDIX A 
 California Labor Code Section 2870. Application of provision that employee shall assign or offer to assign rights in invention to employer. 

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either: 
 (1) Relate at the time of conception or reduction to practice of the invention to the employer’s
business, or actual or demonstrably anticipated research or development of the employer. 
 (2) Result from any work performed
by the employee for the employer. 
 (b) To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.