Exhibit 10.16


 





 


ChargePoint, Inc. 


254 East Hacienda Avenue | Campbell,
CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802


 


August 27, 2018


 


Eric Sidle


 


Dear Eric,


 


On behalf of ChargePoint, Inc. (the “Company”),
I am pleased to offer you the full-time position of Senior Vice President, Engineering reporting to the Chief Executive Officer.
It is expected that you will be working out of our Campbell headquarters office unless traveling on company business. As explained
in more detail below, your employment is contingent upon your assent to the terms and conditions set forth in this letter and the
attachments hereto. If, after careful review, the terms discussed below and in the attachments hereto are acceptable to you, please
sign this confirmation letter and the attached Acknowledgement of At-Will Employment, Proprietary Information and Inventions Agreement
and Agreement to Arbitrate where indicated and return them to us.


 


 1. Compensation.




 


a. Salary.
You will be paid a salary of $350,000.00 per year, paid on a semi-monthly basis, less applicable withholdings and deductions. All
reasonable business expenses that are documented by you and incurred in the ordinary course of business will be reimbursed in accordance
with the Company’s standard policies and procedures.


 


b. Bonus.
In addition, you will be eligible for an executive bonus for each fiscal year of the Company. The executive bonus program is
based upon the Company’s execution relative to our Annual Operating Plan (AOP) and progress towards achievement of our
annual corporate goals. Your target bonus will be equal to 40% of your annual base salary. Any bonus for the fiscal year in
which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal
year. You are guaranteed to earn 100% of the prorated portion of your fiscal year 2019 bonus through January 31, 2019. Any
bonus for a fiscal year will be paid after the close of that fiscal year, but only if you are still employed by the Company
at the time of payment. The determinations of the Company’s Board of Directors with respect to your bonus will be final
and binding.


 


c. Sign-on
Bonus. We are pleased to offer you a signing bonus of $20,000.00. This bonus will be paid in one lump sum in the next regularly
scheduled pay date after you start employment with ChargePoint. The signing bonus is taxable, and all regular payroll taxes will
be withheld. In the event that you leave the company within 12 months of your date of hire, you will be responsible for reimbursing
the company for the entire signing bonus. By your signature on this employment agreement, you authorize the company to withhold
this amount ($20,000.00) from any severance and other final pay you receive upon termination of employment if you leave the company
within 12 months of your date of hire. 


 






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ChargePoint, Inc. 


254 East Hacienda Avenue | Campbell,
CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802



 


d. Incentive
Stock Plan. Subject to approval by the Company’s Board of Directors, you will be granted an option to purchase approximately
600,000 stock options (the “Options”) pursuant to the Company’s 2017 Stock Incentive Plan (the “Plan”).
Such grant of stock options shall be subject to the vesting restrictions and other terms and conditions of the Notice of Stock
Option Award and Stock Option Agreement to be entered into between you and the Company and the Plan. This proposed stock grant
will vest monthly in 48 monthly installments commencing upon your date of hire. The grant of stock options shall have an “acceleration
of vesting clause” as follows:


 



Acceleration in the Event of a Corporate
Transaction


 


In the event your employment is terminated
(as defined below) by the Company without Cause (as defined below) or by you for good reason (as defined below) within the twelve
(12) month period following a Corporate Transaction, then, in addition to Options which have already vested, you will receive accelerated
vesting on an additional fifty percent (50%) of unvested Options; provided, however, that the aggregate number of shares
shall not exceed the number of Options specified in Section 1(c) above; provided, further, that you execute a release of
claims in a form reasonably acceptable to the Company.


 


By execution of this letter, you acknowledge
that you have no right to receive any stock options unless the grant is approved by the Board of Directors.


 


e. Flexible
Time Away, Holidays and Sick-Leave. As a full-time employee, you will be eligible for flexible time away in accordance with
the Company’s standard policies and procedures. Holidays and sick-leave will likewise be provided in accordance with the
Company’s standard policies and procedures.


 


f. Benefits.
As a full-time employee, you will be eligible to participate in and to receive benefits under such plans and benefits as may be
adopted by the Company. The eligibility criteria and amount and extent of benefits to which you are entitled shall be governed
by the specific benefit plan as it may be amended from time to time.


 


 2. Severance




 


a) General Terms. In
no way limiting the Company’s policy of employment at-will, if your employment is terminated by the Company without
Cause (as defined below) or by you for Good Reason, and other than as a result of your death or disability, the Company will
offer certain severance benefits to you. As a condition to your receipt of such benefits, you are required to comply with
your continuing obligations (including the return of any Company property), resign from all positions you hold with the
Company, and execute the Company’s standard form of release agreement attached here to as Exhibit A releasing
any claims you may have against the Company. The Release must be executed and returned to the Company on or before the date
specified in the form (i.e. 21 days after your termination date) unless the Company provides additional time, with the
deadline in no event later than 45 days after your termination of employment. For purposes of the paragraphs below your role
is defined as the Senior Vice President, Engineering.


 


i) A
lump sum payment equal to six (6) months of your then current salary, less all applicable deductions and withholdings.


 


ii) A
lump sum payment equal to six (6) months of your benefit premiums.


 


iii) All
cash payments pursuant to this Subsection 2 shall be paid on the first day following the effective date of the Release and the
expiration of any revocation period, and in any event within 60 days after your employment terminates. Notwithstanding the foregoing,
if the 60-day period described in the preceding sentence spans two calendar years, payment shall in any event, be made in the
second calendar year.


 






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ChargePoint, Inc. 


254 East Hacienda Avenue | Campbell,
CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


For purposes of this Agreement:


 


“Cause” means (a) you
are convicted of a felony (including a plea of nolo contendere) which is to the Company’s material economic detriment, or
(b) intentional misconduct in the performance by you of your duties for the Company that is materially detrimental to the Company
after written notice thereof and failure to cure within thirty (30) days of such notice.


 


“Corporate Transaction”
shall mean any of the following transactions whether accomplished through one or a series of related transactions:


 


(a) a
merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which
is to change the State in which the Company is incorporated,


 


(b) the
sale, transfer or other disposition of all or substantially all of the assets of the Company whether through a single transaction
or a series of transactions,


 


(c) any
reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s outstanding
voting stock is transferred to holders different from those who held the stock immediately prior to such merger, or


 


(d) a
transaction or series of related transactions in which any "person" or "group" (as defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing more than fifty percent (50%) of the voting
power of the Company then outstanding.


 


“Good Reason”
shall be deemed to have occurred if (a) there is a material diminution in your duties and responsibilities (other than a change
of title), (b) your office is relocated more than fifty (50) miles from its current location, or (c) there is a material reduction
in your salary or benefits. Provided, however, in order to terminate employment for Good Reason, you must provide written notice
to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence and
the Company must be provided with thirty (30) days to cure the condition. If the condition is not cured within such thirty (30)
day period, you must terminate employment within 30 days of the end of such cure period in order to qualify as a termination for
Good Reason.


 


b) Section 409A.
Notwithstanding anything to the contrary in this agreement, all payments and benefits described in this agreement that are not
otherwise exempt from Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and that are payable in connection with your “termination of employment”, “termination
of service” or similar terms will not be considered due and payable unless and until you have a “separation from service”
within the meaning of Code Section 409A. If the Company determines that you are a “specified employee” under Code
Section 409A(a)(2)(B)(i) at the time of your separation from service, then (i) any severance payments or benefits pursuant to
Subsection 2 or otherwise, to the extent that they are subject to Code Section 409A and would otherwise be paid during the first
six months following your separation from service, will be paid or commence on the first business day following (A) expiration
of the six-month period measured from your separation from service or (B) the date of your death and (ii) any installments that
otherwise would have been paid prior to such date will be paid in a lump sum when the payments commence. It is intended that all
payments pursuant to this agreement either be exempt from, or comply with, the requirements of Code Section 409A, and any ambiguities
will be interpreted consistent with such intent.


 






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ChargePoint, Inc. 


254 East Hacienda Avenue | Campbell,
CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


3. Immigration
Documentation. This offer is subject to your submission of an I-9 form on your first day of employment and satisfactory documentation
respecting your identification and right to work in the United States on that same day.


 


4. At-Will
Employment. Your employment with the Company is “at-will.” This means that your employment with the Company is
not for a specific term, and can be terminated by yourself or by the Company at any time for any reason or no reason, with or without
cause and with or without notice. Any contrary representations which may have been made or which may hereafter be made to you are
superseded by this offer.


 


Your acceptance of this offer is contingent
upon your execution of the Company’s Acknowledgement of At-Will Employment, a copy of which is attached hereto as Exhibit
A for your execution. This offer letter and the attached Acknowledgement of At-Will Employment constitute the full and complete
agreement between the parties regarding the “at-will” nature of your employment, and can only be modified by written
agreement signed by you and the President or CEO of the Company.


 


5. Proprietary
Information and Inventions Agreement. Your acceptance of this offer is contingent upon your execution of the Company’s
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit B for your execution.


 


6. Non-Compete
and Outside Activities. As more fully set forth in the Company’s Proprietary Information and Inventions Agreement, attached
hereto as Exhibit B, you agree that, while serving as a full-time employee of the Company, you will not engage in any activity
which is competitive with the Company.


 


7. Arbitration. Your
acceptance of this offer is contingent upon your execution of the Company’s Agreement to Arbitrate, a copy of which is
attached hereto as Exhibit C for your execution.


 


As more fully set forth in the Agreement
to Arbitrate, both you and the Company agree that any controversy, claim or dispute arising out of, concerning or relating in any
way to your employment with the Company or the termination thereof shall be submitted exclusively to final and binding arbitration.


 


8. Company Rules. As an
employee of the Company, you will be expected to abide by the Company’s rules and regulations. You will be required to
sign an acknowledgment that you have read and understand the Company rules of conduct as provided in the Company’s
Employee Handbook, which the Company will distribute.


 


9. Integrated
Agreement. This offer, if accepted, supersedes any prior agreements, representations or promises of any kind, whether written,
oral, express or implied between the parties hereto with respect to the subject matters herein. Likewise, the terms of this offer
shall constitute the full, complete and exclusive agreement between you and the Company with respect to the subject matters herein.
This Agreement may only be changed by writing, signed by you and an authorized representative of the Company.





 






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ChargePoint, Inc. 


254 East Hacienda Avenue | Campbell,
CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


10. Severability.
If this offer is accepted, and any term herein is held to be invalid, void or unenforceable, the remainder of the terms herein
shall remain in full force and effect and shall in no way be affected; and, the parties shall use their best efforts to find an
alternative way to achieve the same result.


 


11. Background
and Reference Check. This offer is contingent upon a successful background check and as well as reference checks with positive
results.


 


If you wish to accept employment at the
Company under the terms set out above and in the enclosed Acknowledgement of At-Will Employment, Proprietary Information and Inventions
Agreement and Agreement to Arbitrate, please sign and date this letter and the enclosed documents, and return them to me. If you
accept our offer, your first day of employment will be on or before September 18, 2018.


 


This offer will terminate if not accepted
by you on or before August 29, 2018. Eric, we look forward to your favorable reply and to a productive and exciting work relationship.


 


	Sincerely,	 
	 	
	/s/
    Kelly Adamkiewicz	8/27/2018 | 5:40 PM PDT
	Kelly Adamkiewicz	 
	Director, Talent Acquisition &
    Engagement	 


 


	Approved and Accepted:	 
	 	
	/s/
    Eric Sidle	8/27/2018 | 8:48 PM PDT
	Eric Sidle	 




 


 


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