Exhibit 10.19


 


MetroMile, Inc.


 


January 30, 2013


 


Daniel Preston


[_________]


 


Dear Daniel:


 


I am pleased to offer
you a position with MetroMile, Inc. (the “Company”) as Chief Technology Officer. If you decide to join us, you will
receive an annual salary of $150,000, which will be paid semi-monthly in accordance with the Company’s normal payroll
procedures.


As an employee,
you will also be eligible to receive certain employee benefits as they are made available. You should note that the Company may
modify job titles, salaries and benefits from time to time as it deems necessary.


 


In addition, if you
decide to join the Company, it will be recommended at the first meeting of the Company’s Board of Directors following your
start date that the Company grant you an option to purchase shares equal to 3.5% of the Company’s Common Stock at a price per share
equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Company’s Board of
Directors. With respect to such option grant, shares equal to .5% shall vest monthly over the 6 months after the date your vesting
begins in equal monthly amounts subject to your continuing employment with the Company, and the remaining shares equal to 3.0%
shall vest monthly over 48 months after the initial vesting period has expired subject to your continuing employment with
the Company. This option grant shall be subject to the terms and conditions of the Company’s Equity Incentive Plan and Stock
Option Agreement, including vesting requirements. No right to any stock is earned or accrued until such time that vesting occurs,
nor does the grant confer any right to continue vesting or 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 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. We request that, in the event of resignation, you give the Company at least two weeks
notice.


 




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The Company reserves
the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore,
is contingent upon a clearance of such a background investigation and/or reference check, if any.


 


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.


 


We also ask that, if
you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may
affect your eligibility to be employed by the Company or limit in the manner in which you may be employed. It is the Company’s
understanding that any such agreements will not prevent you from performing the duties of your position and you represent that
such is the case. Moreover, 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 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. Similarly, you agree not to bring any third party confidential information to the Company, including that of your
former employer, and that in performing your duties for the Company you will not in any way utilize any such information.


 


As a Company employee,
you will be expected to abide by the Company’s rules and standards. Specifically, you will be required to sign an acknowledgment
that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook, which
the Company will soon complete and distribute.


 


As a condition of your
employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment
and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during
your employment at the Company, and non-disclosure of Company proprietary information. 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 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. Please note that we must receive
your signed Agreement before your first day of employment.


 


To accept the Company’s
offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. If you
accept our offer, your first day of employment will be on or around February 8, 2013 to be finalized by mutual agreement. This
letter, along with any agreements 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 including, but not limited to, any representations
made during your recruitment, interview or pre-employment negotiations, whether written or oral. This letter, including, but not
limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the President
of the Company and you. This offer of employment will terminate if it is not accepted, signed and returned by February 1, 2013.


 






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We look forward to
your favorable reply and to working with you at MetroMile, Inc.


 


	Sincerely,	 
	 	 
	 	/s/ Steve Pretie
	 	Steve Pretie
	 	Chief Executive Officer


 


Agreed to and accepted:


 


	Signature: 	/s/ Dan Preston 	 


 


	Printed Name: 	Dan Preston	 


 


	Date: 	2/1/13	 


 


		Enclosures	



Duplicate Original Letter


Employment Confidential Information, Invention Assignment
and Arbitration Agreement


 


 


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