EX-10.6



 Exhibit 10.6 

October 13, 2016 
 Jeffrey B. Coyne 

27592 Lost Trail Drive 
 Laguna Hills, CA 92653 

Re: Offer of Employment 
 Dear Jeffrey: 

Veritone, Inc. (the “Company”) is pleased to offer you full-time employment on the following terms: 

1.         Position. You will be employed in the full-time position of Executive Vice President,
General Counsel and Corporate Secretary. In this position, you will report to Chad Steelberg, Chief Executive Officer, and your base of employment will be the Company’s headquarters in Newport Beach, California. A description of this position,
and other job-related expectations, will be provided to you after you commence your employment. Your employment status will be exempt and therefore ineligible for overtime. 

As a full-time employee, the Company requires that you devote your full business time, attention, skills and efforts to the duties and responsibilities
of your position. 
 2.         Cash Compensation. In this position, you will be eligible to
earn a base salary and variable 
 compensation as summarized below: 
  

	 	•	 	 Base Salary 



In this position, you will earn a base salary, initially payable at the approximate gross rate of eight thousand three hundred
thirty-three dollars and thirty-three cents ($8,333.33) per semi-monthly pay period that equates to two hundred thousand dollars ($200,000.00) on an annualized basis. 
  

	 	•	 	 Variable Compensation 



In addition to your base salary, you will be eligible for performance-based variable compensation with your 2016 variable compensation
targeted at seventy five thousand dollars ($75,000), payable quarterly, based upon your achievement of mutually agreed to personal and corporate objectives. 

Salaries will be reviewed from time to time by the Company, and may be adjusted upon notice to you. All compensation is payable less deductions
authorized by you, all tax withholdings and other amounts as the Company, in its sole discretion, deems necessary or permitted by applicable law, and subject to adjustment for approved unaccrued sick or vacation time. Compensation will be paid in
accordance with the Company’s established policies and procedures, and regular paydays. 
 3.
        Equity. Upon the date of commencement of your employment, and satisfaction of all of the conditions to employment set forth below, and subject to the approval of the Company’s Board of
Directors, the Company shall grant you (a) an option (the “Option”) to purchase a total of sixty-five thousand (65,000) shares of the Company’s common stock, and (b) an additional performance option (the “Performance
Option”) to purchase ten thousand (10,000) shares of the Company’s common stock, each of which shall have a per share purchase price equal to the fair market value of the Company’s common stock as determined by the Company’s
Board of Directors in its sole 







 
discretion as of the date of grant. The Option and the Performance Option will be subject to the terms and conditions of the Company’s 2014 Stock Option / Stock Issuance Plan, as amended
from time to time (the “Plan”) and each shall be subject to a stock option grant notice and stock option agreement. The Option and the Performance Option shall each vest over a four (4) year schedule following the date of grant, with
twenty five percent (25%) of the shares subject to the Option becoming vested upon your completion of twelve (12) months of continuous Service, as measured from your date of hire, and 1/48th of the shares vesting for each full month of your
continuous Service thereafter. For purposes of this Offer Letter, the term “Service” shall be as defined in the Plan. The vesting of the Performance Option shall also be conditioned upon the successful completion of the Company’s
initial public offering on or before January 31, 2017, as determined by the Company’s Board of Directors in its sole discretion. If such condition is not achieved, the Performance Option shall be forfeited, and if such condition is
achieved, the Performance Option shall vest over a four (4) year schedule as set forth above. 
 In the event of a Change in
Control of the Company (as defined in the Plan) where the Company’s acquirer assumes the Plan and continues your employment with the Company, then a portion of your then unvested options equal to the lesser of (a) twenty-five percent (25%)
of the shares initially subject to such option and (b) the number of options that shall remain unvested as of the date of the Change in Control (“Remaining Unvested Options”) shall immediately vest in full, and the balance of such
Remaining Unvested Options shall vest monthly on a straight line basis (1/12th per month) over the twelve (12) months immediately subsequent to the date of the Change in Control. In the event your employment is terminated without cause
following a Change in Control, the balance of the Remaining Unvested Options shall immediately vest. 
 5.
        Employee Benefits. You will be eligible for all employee benefits and to participate in all employee benefit plans the Company makes available to its full-time employees subject to the terms and
conditions of the personnel policies or benefit plans, as applicable, governing the benefits. Generally, these benefits and benefit plans include paid sick time, paid vacation time, paid holidays, health insurance, and a Section 401(k) retirement
savings plan. The Company reserves the right to change compensation and benefits from time to time as it deems appropriate or necessary. 

As you work, you will accrue vacation at a rate equal to fifteen (15) days of paid vacation and sick time at a rate equal to five
(5) days paid sick time each calendar year (prorated for any partial year of service) pursuant to the Company’s then existing vacation and sick policies. 

6.         At-Will Employment. Your employment
relationship with the Company is at all times “at will.” This means that both you and the Company retain the right to terminate the employment relationship at any time, with or without cause or any particular notice or procedures.
It also means that the Company reserves the right to determine and change, in its sole business judgment and discretion, your job title, duties, reporting relationship, base of employment, sales territory, cash compensation, employee benefits and
benefit plans it makes available to employees, and other policies and any other term and condition of your employment. 
 The first ninety
(90) days of employment is an introductory period. During this time, you are able to learn about the Company, your position, and your new surroundings. Your job performance, attendance, attitude and overall interest in your job will be observed
by your supervisor. Throughout the introductory period, the Company will assess your suitability as an employee. Should you fail to demonstrate the commitment, performance and attitude expected by the Company, you may be terminated at any time
during the introductory period. Completion of the introductory period does not change or alter the at-will employment relationship. You will continue to have the right to terminate employment at any time, with
or without cause or notice, and the Company has a similar right. For reasons identified by management, the Company may choose to 







 
extend your introductory period as necessary to provide you a further opportunity to demonstrate your ability to perform your job, and you will be notified if your introductory period is
extended. 
 7.         Compliance Law & Company Policies. As a condition
of your employment with the Company, you will be required to comply with applicable laws, and abide by the Company’s policies and procedures, including but not limited to the policies set forth in the Company’s Employee Handbook, as may be
in effect from time to time, including, but not limited to, its equal employment opportunity, anti-harassment, conflict of interest and business ethics policies. 

8.         Conditions of Offer & Employment. The following conditions apply
to this offer, and employment pursuant to this offer: 
  

	 	•	 	 You represent and warrant that: (i) you are not subject to any pre-existing
contractual or other legal obligation with any person, company or business enterprise that may be an impediment to your employment with, or your providing services to, the Company as its employee; (ii) you have not and shall not bring onto
Company premises, or use or disclose, directly or indirectly, in the course of your employment with the Company, any confidential or proprietary information or trade secrets of another person, company or business enterprise to whom you previously
provided services; and (iii) you are not relying on any representations, promises or agreements not expressly contained in this letter. 


  

	 	•	 	 All information you provided to the Company regarding your experience, skills, accomplishments, credentials and
background experience are true and correct and without omission. 


  

	 	•	 	 In accordance with federal law, you will be able to provide and you will provide the Company with documents that
establish your identity and right to work for the Company in the United States. A list of all acceptable documents can be found online within the Form I-9 instructions at http://www.uscis.gov/sites/default/files/files/form/i-9.pdf. You must provide these documents for the Company’s inspection within the first three (3) days of employment. 



 

	 	•	 	 Your consent to reference and background checks, and the results of the foregoing are satisfactory to the Company. Until
you have been informed in writing by the Company that such checks have been completed and the results satisfactory, you should defer reliance on this offer. You will be provided with a disclosure of your rights under the relevant federal and state
law, and an authorization for you to sign permitting the Company, through a third party, to perform and receive the results of a background check. 


  

	 	•	 	 Your return of the enclosed copy of this letter, after being signed by you without modification, no later than
October 24, 2016, after which time this offer will expire. 


  

	 	•	 	 Your return of a completed and signed Employment Application. 



 

	 	•	 	 Your return of a completed and signed Employee Non-Disclosure and
Proprietary Information and Inventions Agreement without modification (“PIIA”). You must return your signed PIIA with a signed copy of this letter. 



If you accept this offer, this letter, together with your signed PIIA, will constitute your complete and exclusive agreement with the Company concerning
your employment with the Company. The terms in this letter supersede any other representations, negotiations or agreements made to you by the Company and any person associated with the Company, whether oral or written. The terms of this agreement
cannot be changed (except with respect to those changes expressly reserved to the Company’s business judgment and discretion in this letter) without a written agreement signed by you and the Chief Executive Officer of the Company. In case any
provision contained in this agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this agreement, and such provision will be








 
construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this
agreement, no waiver of any right hereunder shall be effective unless it is in writing. 
 If you wish to accept employment with the Company under the
terms described above, please sign and date this letter along with all of the above referenced pre-employment documents, and return them to
veritonehr@managease.com by October 24, 2016, after which the offer expires and becomes null and void. If you choose to accept, your start date will
be on or before October 31, 2016 subject to the results of the background check. 
 Jeffrey, on behalf of the Company, I look forward to
your favorable reply, and to a productive and enjoyable work relationship. 
 Sincerely, 

VERITONE, INC. 
 /S/ CHAD STEELBERG 

Chad Steelberg 
 Enclosures 

I accept the foregoing offer of employment. I have read and understand and agree to its terms. I understand that this offer sets forth the entire
agreement between myself and the Company, regarding the terms of employment and supersedes any prior agreements, understanding or discussion which I may have prior to signing this offer letter. 

 

							
	 /S/ JEFFREY B. COYNE
	 		  	 October 24, 2016
	  	
	 Jeffrey B. Coyne
	 		  	 Date
	  	








 Veritone, Inc. 

3366 Via Lido 
 Newport Beach, CA 92663 
 January 23, 2017 
 Jeffrey B.
Coyne 
 27592 Lost Trail Drive 
 Laguna Hills, CA 92653 

 

	 	Re:	     Amendments to Offer Letter and Time-Based Stock Issuance Agreement 



Dear Jeff: 
 This letter agreement
memorializes the prior agreement between you and Veritone, Inc. (the “Company”) regarding the modification of your offer letter from the Company dated October 13, 2016 (the “Offer Letter”). By
countersigning this letter agreement below, the Company and you agree as follows: 
 1.    Equity
Grants. On October 31, 2016, the Company issued to you an aggregate of seventy-five thousand shares of restricted common stock of the Company (collectively, the “Shares”) under the 2014 Stock Issuance/Stock Option
Plan (the “Plan”) pursuant to two Stock Issuance Agreements entered into between you and the Company, covering the following: (a) sixty-five thousand (65,000) Shares that vest over a four (4) year period provided that
you remain in Service (as defined in the Plan) with the Company (the “Restricted Shares”); and (b) an additional ten thousand (10,000) Shares (the “Performance Shares”) that have the same time-based
vesting schedule and also have performance-based vesting requirements related to the Company’s timely completion of an initial public offering. You agree that the Shares were issued to you in lieu of (and in full satisfaction of) the
Company’s obligations to issue any options or other equity to you under Section 3 of the Offer Letter. You also confirm and agree that if the Company’s initial public offering is not completed by January 31, 2017, then all of the
Performance Shares will be forfeited and cancelled as of January 31, 2017. 
 2.    Amendment of Time-Based
Stock Issuance Agreement. The Company and you agree that the Stock Issuance Agreement dated October 31, 2016 related to the issuance of the Restricted Shares (the “Time Based SIA”) shall be amended (a) to delete
Section F of the Time-Based SIA (Repurchase Right) in its entirety; and (b) to add a new Section F to the Time-Based SIA in lieu thereof, which shall provide in full as follows: 

“F.      Acceleration of Unvested Shares Under Certain Circumstances.

1.    Partial Acceleration Upon Termination Without Cause. Notwithstanding anything to
the contrary contained in Section D above, in the event the Company terminates Participant’s employment with the Corporation without Cause (as defined below), then the Acceleration Shares (as defined below) shall vest in full effective as of
the date of Participant’s termination of employment (the “Termination Date”) and such Acceleration Shares shall no longer be subject to forfeiture. The “Acceleration Shares” shall be defined
as the number of Unvested Shares calculated by adding the following: (i) the number of Issued Shares resulting from the division of (a) all income and other taxes actually paid by Participant for the Unvested Shares (resulting from
Participant’s election under Section 83(b) of the Internal Revenue Code, as 

  

Veritone, Inc. 3366 Via Lido, Newport Beach, CA 92663 








 
amended), by (b) the Fair Market Value of the Common Stock on the Termination Date (the “Initial Acceleration Shares”); plus (ii) the number of Issued Shares resulting
from the division of (a) the amount of federal and state capital gain taxes that would be payable by Participant assuming Participant sold all of the Initial Acceleration Shares as of the Termination Date at a price per share equal to the Fair
Market Value of the Common Stock on the Termination Date (based on then applicable tax rates in effect on the Termination Date) by (b) the Fair Market Value of the Common Stock on the Termination Date (the “Additional Acceleration
Shares”). For purposes of clarity, Participant shall not be required to sell any of the Acceleration Shares, but rather such sale is being assumed in order to determine the cost to Participant of realizing the value of the taxes
paid for the Issued Shares being forfeited upon such termination. For the purposes of this Agreement, “Cause” shall mean (A) a breach by Participant of a material provision of Participant’s Offer Letter with the
Corporation or of Participant’s proprietary information and invention assignment with the Corporation, (B) failure or refusal by Participant to comply in any material respect with the lawful policies, standards or regulations of the
Corporation, (iii) gross negligence or willful misconduct by Participant in the performance of Participant’s duties or responsibilities to the Corporation that causes material harm to the Corporation, its business or reputation, or (iv)
Participant’s conviction, guilty plea or plea of nolo contendere for any crime involving financial impropriety or moral turpitude or in any felony criminal proceeding, in each case that is materially detrimental to the reputation, character or
standing of the Corporation; provided that, with respect to the actions, events or conditions described in the foregoing clauses (i) and (ii) above, any termination by the Corporation shall be presumed to be other than for Cause unless (A) the
Corporation provides written notice to Participant of the applicable action, event or condition allegedly constituting Cause, and (B) Participant fails to cure, rescind or otherwise remedy the applicable action, event or condition described in such
written notice within ten (10) days after delivery of such written notice, provided that such action, event or condition is capable of being cured, rescinded or remedied. 

2.    Acceleration Upon a Change in Control. In the event of a Change in Control of the
Corporation (as defined in the Plan), if the forfeiture restrictions or repurchase rights applicable to the unvested shares of Common Stock subject to an award are not to be assigned to the successor corporation or parent thereof (including
affirmative assignments or assignments by operation of law) or otherwise continued in full force and effect, then the forfeiture restrictions or repurchase rights applicable to all of the then unvested shares of Common Stock subject to an award
shall terminate automatically immediately prior to the time of the Change in Control, and the shares of Common Stock subject to such award shall immediately vest in full.” 

3.    Effect of Amendment. Except as specifically amended by this letter agreement, the Offer Letter and
the Time-Based SIA shall remain unmodified and in full force and effect, and shall be read together and construed in accordance with their terms.

4.    At Will Employment. Nothing in this letter agreement shall confer upon Participant any right to
continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any parent or subsidiary of the Company employing or retaining you, which rights are hereby expressly reserved
by each, to terminate your Service at any time for any reason, without or without cause. 







 5.    General Provisions. 

5.1    Governing Law; Entire Agreement. This letter agreement shall be governed in all respects by the
laws of the State of California without regard to choice of laws or conflict of laws provisions thereof. This letter agreement, the Stock Issuance Agreements related to the Shares and the Plan shall constitute the full and entire understanding and
agreement between Participant and the Company with regard to the subject matter hereof and thereof.

5.2    Severability. If any provision of this letter agreement or either Stock Issuance Agreement
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this letter agreement and the balance of
this letter agreement shall be enforceable in accordance with its terms. 
 5.3    Titles and
Subtitles. The titles and subtitles used in this letter agreement are used for convenience only and are not to be considered in construing or interpreting this letter agreement. 

If you agree with all of the foregoing terms and provisions, please sign and date this letter and return them to my attention by January
30, 2017. If you have any questions regarding this matter or this letter agreement, please don’t hesitate to contact me or the Company’s outside counsel, Ellen Bancroft. 

Sincerely, 

VERITONE, INC. 
 /S/
CHAD STEELBERG 
 By:     Chad Steelberg, CEO 

I hereby accept the foregoing amended Offer Letter. I have read and understand and agree to its terms. I understand that the
Offer Letter, as so amended, together with the Stock Issuance Agreements and sets forth the entire agreement between myself and the Company, regarding the terms of employment and supersedes any prior agreements, understanding or discussion which I
may have prior to signing this letter agreement. 
  

					
	 /S/ JEFFREY B. COYNE
	  		 	 Date: January 23, 2017

	 Jeffrey B. Coyne