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Compass Offer Letter
 October 24, 2022
Dear Kalani,
We are pleased to offer you a full-time position as Chief Financial Officer at Compass, Inc. (the “Company”), which will be in accordance with the terms of this letter agreement. Your start date shall be on November 15, 2022. The date that you actually start to work is defined as the “Start Date”.


1.Cash Compensation. In this position, the Company will pay you an annual base salary payable in accordance with the Company’s standard payroll schedule, which amount will initially be $450,000 per year. Your pay will be periodically reviewed as a part of the Company’s regular reviews of compensation.
You will be eligible to receive a cash bonus (the “Cash Bonus”) for each calendar year that you are employed by the Company in an amount to be determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) under the terms of the Company’s Executive Bonus Plan as in effect during the applicable calendar year. The Cash Bonus, if earned, will be paid within 75 days after the end of the applicable calendar year. You must be employed in good standing with the Company on any applicable scheduled payment date in order to receive the Cash Bonus. For the 2022 calendar year, you will be eligible to receive a cash bonus (the “2022 Cash Bonus”) in an amount of up to $200,000, as determined by the Compensation Committee, provided that you achieve the relevant agreed upon objectives and key results for 2022. The 2022 Cash Bonus will be prorated for the portion of the calendar year during which you are employed by the Company and will be payable by March 15, 2023.


2.Equity Award. You will be eligible to receive a one-time award of restricted stock units (“RSU Award”) representing the right to receive 1,600,000 shares of the Company’s Class A common stock under the Company’s 2021 Equity Incentive Plan. The award shall be subject to your employment with the Company on the Grant Date, as well as:
(1)formal approval by the Compensation Committee;
(2)a separate restricted stock unit award agreement on the Company’s standard form consistent with the terms contained herein; and
(3)a time-based vesting requirement (the vesting will commence on the Vesting Commencement Date (as defined below) and will be satisfied as to (a) 1/4th of the RSU Award on the first anniversary of the Vesting Commencement Date, subject to your continuous employment with the Company on the vesting date, and (b) 1/16th of the RSU Award quarterly thereafter over the next three years, subject to your continuous employment with the Company on each applicable vesting date.


3.Additional Equity Award.  You will be eligible to receive an additional one-time award of restricted stock units (the “Additional RSU Award”) representing the right to receive 80,000 shares of the Company’s Class A common stock under the Company’s 2021 Equity Incentive Plan. The Additional RSU Award shall be subject to your employment with the Company on the Grant Date, as well as:


(1)formal approval by the Compensation Committee;
(2)a separate restricted stock unit award agreement on the Company’s standard form consistent with the terms contained herein; and
(3)a time-based vesting requirement (the vesting will commence on the Vesting Commencement Date and  will be satisfied as to 1/4th of the Additional RSU Award quarterly over one year, subject to your continuous employment with the Company on each applicable vesting date.
 
4.Additional Equity Terms. For purposes of the Section 3 and 4 above: 


(1)“NYSE” means the New York Stock Exchange;


(2)the “Grant Date” means the date on which the RSU Award and/or the Additional RSU Award, as applicable, is approved by the Compensation Committee, in accordance with the Company’s equity award granting policies effective on the Grant Date.  The Grant Date for the RSU Award and the 










Additional RSU Award is anticipated to be (i) on or around November 28, 2022 so long as you commence your employment by October 31, 2022 or (ii) on or around December 26, 2022 so long as you commence your employment by November 30, 2022; and


(3)the “Vesting Commencement Date” means:  for the RSU Award and the Additional RSU Award, the 15th of the month in which the Start Date occurs.


5.Employee Benefits. You will be eligible to participate in a number of Company-sponsored benefits to the extent that you comply with the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.


6.Termination Benefits. You will be eligible to receive change in control and severance payments and benefits under the Change in Control and Severance Agreement (the “Severance Agreement”), a form of which is attached to this letter agreement as Exhibit A.


7.Confidentiality Agreement. As a condition of your employment, you must sign the Employee Proprietary Information, Inventions, and Arbitration Agreement, a form of which is attached to this letter agreement as Exhibit B.


8.No Conflicting Obligations. You understand and agree that by signing this letter agreement, 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.


9.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.


10.Equal Employment Opportunity. The Company is an equal opportunity employer and conducts its employment practices based on business needs and in a manner that treats employees and applicants on the basis of merit and experience. The Company prohibits unlawful discrimination on the basis of race, color, religion, sex, pregnancy, national origin, citizenship, ancestry, age, physical or mental disability, veteran status, marital status, domestic partner status, sexual orientation, or any other consideration made unlawful by federal, state or local laws.


11.General Obligations. As an employee, you will be expected to continue to adhere to the Company’s standards of professionalism, loyalty, integrity, honesty, reliability and respect for all. You will also be expected to continue to comply with the Company’s policies and procedures. The Company is an equal opportunity employer.


12.At-Will Employment. Your employment with the Company continues to be for no specific period of time. Your employment with the Company will continue to 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. The Company also reserves the right to modify or amend the terms of your employment at any time for any reason. 










Any contrary representations which may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. 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 Board of Directors.


13.Withholdings. All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


14.Work from Office.  You will be required to work from one of the Company’s office locations 5 days a week except for business travel, company holidays and occasional personal days.


This letter agreement supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter (other than the Severance Agreement). This letter will be governed by the laws of New York, without regard to its conflict of laws provisions.














Very truly yours,
COMPASS MANAGEMENT HOLDINGS, LLC 


/s/ Robert Reffkin     
By: Robert Reffkin
Founder & CEO
 


ACCEPTED AND AGREED:


/s/ Kalani Reelitz    
Kalani Reelitz




Date: October 24, 2022












Exhibit A
Form of the Change in Control and Severance Agreement 











Exhibit B


Form of the Employee Proprietary Information, Inventions, and Arbitration Agreement