EX-10.7



 Exhibit 10.7 
  

			
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 July 18, 2013 
 Moni Manor

 Dear Moni: 
 Subject to final approval by the Board of
Directors, we are very pleased to offer you employment with Five9, Inc. (“Company” or Five9”) for the position of Executive Vice President of Products. This position will report to Mike Burkland, CEO. In this position you will be
eligible to work from your home office up to two days per week. This is a position which carries considerable responsibility and which is integral to the continued development and success of our Company. This letter formally presents the specifics
of our offer of employment, which you should read and carefully consider. 
 Your expected employment start date is July 25, 2013. In your position as
Executive Vice President of Products, you will receive a base annual salary of $275,000 paid semi-monthly at a rate of $11,458.33 per pay period. You will be eligible for a merit increase during the company’s next annual compensation review the
percentage of which will be calculated on a pro-rated basis from your date of hire. In addition, you will be eligible to earn an annual bonus of up to $110,000 of annual variable compensation which will be paid quarterly and based on achievement of
objectives, subject to standard withholding and payroll deductions. Your first quarterly bonus will be pro-rated from your date of hire. 
 The Company has
adopted an Equity Incentive Plan (the “Stock Option Plan”). Subject to approval by the Board of Directors, you will be granted an option to purchase 1,629,334 shares of the Company’s common stock (which represents 1% of the
Company’s current shares outstanding) under the Company’s current Stock Option Plan (the “Initial Option”). The per-share option exercise price of the Initial Option will be equal to the per-share fair market value of the common
stock on the date of the option grant as determined by the Board of Directors of Five9, Inc. Subject to the conditions above, if the Initial Option is granted, the vesting start date for such Initial Option will be your start date as an employee of
Five9. This option shall be subject to vesting over a four-year period (one-year 25% cliff; monthly thereafter) and other standard provisions set forth in the Company’s stock option documentation. 

Change in Control. If a Change in Control of the Company (as defined below) closes during your employment prior to full vesting of the Initial Option,
then the Initial Option shall immediately become vested and exercisable with respect to an additional twenty-five percent (25%) of the then-unvested portion of the Initial Option (“Single Trigger”). Furthermore, if a Change in Control
of the Company (as defined below) closes at any time during your employment and your employment is terminated by the Company, other than for Cause, or you resign due to a Constructive Termination (both as defined


  
 Five9, Inc. 

4000 Executive Parkway, Suite 400 
 San Ramon, CA 94583 

www.five9.com 










			
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below) at any time within a period of eighteen (18) months following the Change in Control of the Company (“Double Trigger”), then the Initial Option, to the extent outstanding and
unvested shall immediately become vested and exercisable with respect to an additional twenty-five percent (25%) of the then-unvested portion of the Initial Option. 

For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following on or after the Start Date: 

 

	 	(i)	an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, or sale of more than 50% of the
outstanding voting stock of the Company), or 

  

	 	(ii)	a sale of all or substantially all of the assets of the Company (collectively, a “Merger”), so long as, in either case, the Company’s stockholders of record immediately prior to such Merger, hold less
than 50% of the voting power of the surviving or acquiring entity. 

 In the event your employment is terminated by the Company, without
Cause, or by you pursuant to a Constructive Termination, you will be entitled to receive a severance up to six times your monthly base salary with the following ramp up schedule: termination from 0-60 days equals 3 months of severance, termination
from 61-120 days equals 4 months of severance, termination from 121-180 days equals 5 months of severance and termination after 181 days of employment equals six months of severance. Any severance received is subject to standard withholding and
payroll deductions and is payable in accordance with the Company’s customary payroll practices. During the period in which you are paid a severance from the Company, the Company will pay for the continuation of your health benefits. 

For purposes of this Agreement, “Cause” shall mean (i) fraud, embezzlement, willful misconduct or a material violation of law that is
materially detrimental to the Company or any of its affiliates; (ii) gross negligence with respect to the Company or any of its affiliates that causes material harm to the Company or any affiliate; (iii) conviction or plea of guilty or
nolo contendere for a felony or a crime of moral turpitude that causes material harm to the Company’s reputation or (iv) a material breach of any provision of this Offer Letter or any provision of the Company’s Code of Conduct that is
applicable to the Company’s employees; provided, however, that if a cure is reasonable possible in the circumstances, that at least 15 days’ advance written notice of such breach has been provided (which notice shall specifically set forth
the nature of such breach), and failure to cure such breach within such 15-day period. 
 For purposes of this Agreement, “Constructive
Termination” shall mean a material default by the Company in the performance of its obligations hereunder, provided such default shall not have been corrected by the Company within 30 days of receipt by the Company of written notice from


  
 Five9, Inc. 

4000 Executive Parkway, Suite 400 
 San Ramon, CA 94583 

www.five9.com 










			
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you of the occurrence of such default, which notice shall specifically set forth the nature of such default. Material default under this Agreement shall include, without limitation, (i) the
assignment to you of any duties inconsistent (except in the nature of a promotion) with your position as Executive Vice President of Products of the Company or a material adverse alteration in the nature or status of your responsibilities,
(ii) the Company’s failure to pay any of the compensation that has become due and payable to you hereunder and (iii) a relocation by the Company of your principal office more than thirty-five (35) miles from San Ramon, California
or more than fifty (50) miles from Mountain View that occurs without your prior written consent. 
 Acknowledgement and Waiver. Executive and
the Company hereby acknowledge that Executive shall not be entitled to receive the severance benefits provided for in the Offer Letter or the acceleration of the vesting provided for in the Offer Letter unless the Executive signs and does not revoke
a general release of claims in the form provided by the Company. 
 You will be entitled to 20 days of Paid Time-Off (PTO) per year. Your PTO will accrue at
the rate of 6.67 hours per pay period. As a full-time employee of the Company, you will be eligible to participate in Company-sponsored benefits and be a member of any employee benefit plans that the Company may establish and that are generally
available to other employees of the Company. At the present time, these benefits include medical, dental and vision. In the near future, we will provide you more detailed information about these benefits, including eligibility rules. 

Employment at the Company is “at will.” This means that you are free to resign at any time with or without Cause (defined below) or prior notice.
Similarly, the Company is free to terminate our employment relationship with you at any time, with or without Cause or prior notice. As you know, Five9 is involved in a highly competitive and quickly evolving industry. Although your job duties,
title, compensation and benefits, as well as the Company’s policies and procedures, may change from time-to-time, the “at-will” nature of your employment may only be changed in a document signed by you and the CEO of the Company. Your
employment with the Company is subject to Five9’s general employment policies, many of which are described in the Five9 Employee Handbook. 
 You will
devote your best efforts to the performance of your job for Company. While employed at Company, you will not undertake any other activity requiring your business time and attention, nor support (by way of investment or otherwise) any activity that
may be competitive with the Company’s business or pose a conflict of interest with that business. You will follow the Company’s policies and procedures (including our policies protecting other employees against discrimination and sexual
harassment) as described to you from time to time. 
 Your employment pursuant to this offer is contingent on the following: (1) your signing of the
Company’s Proprietary Information and Inventions Assignment Agreement, which, among other things, requires that you will not, during your employment with the Company, improperly use or 

  
 Five9, Inc. 

4000 Executive Parkway, Suite 400 
 San Ramon, CA 94583 

www.five9.com 










			
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disclose any proprietary information or trade secrets of any former employer and will not bring onto the Company’s premises any confidential or proprietary information of any former employer
unless that employer has consented to such action in writing; (2) your ability to provide the Company with the legally-required proof of your identity and authorization to work in the United States. 

In the unlikely event of a dispute between Company and you arising out of your employment or the termination of your employment, we each agree to submit our
dispute to binding arbitration in the County of Contra Costa, California. This means that there will be no court or jury trial of disputes between us concerning your employment or the termination of your employment. While this agreement to arbitrate
is intended to be broad (and covers, for example, claims under state and federal laws prohibiting discrimination on the basis of race, sex, age, disability, family leave, etc.), it is not applicable to your rights under the California Workers’
Compensation Law, which are governed under the special provisions of that law, or to enforcement of the attached agreement concerning confidential information and ownership of inventions. 

Moni, we hope that you will accept our employment offer on the above terms and conditions, which can be modified only in writing as signed by the
Company’s Chief Executive Officer. This letter sets forth the terms of your employment with us and supersedes any prior representations or agreements, whether written or oral, including any other agreement between you and the Company regarding
payment of any severance and/or stock option vesting acceleration. We realize that this sounds a bit formal, but we want to make sure that you understand the important aspects of employment at Five9, before you make a decision about joining us. To
accept our offer, please return one original copy of your signed offer letter to me at your earliest convenience. 
 Please contact me if you have any
questions whatsoever about this letter or your employment. We are looking forward to you joining us as a member of the Five9 team. 

  
 Five9, Inc. 

4000 Executive Parkway, Suite 400 
 San Ramon, CA 94583 

www.five9.com 










			
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	Sincerely,
	
	Mike Burkland
	Chief Executive Officer
	
	Agreed to and accepted on     7/20/2013    
	
	 /s/ Moni Manor

	(Signature)
	
	 Moni Manor

	(Print Name)


  
 Five9, Inc. 

4000 Executive Parkway, Suite 400 
 San Ramon, CA 94583 

www.five9.com