offerletterpraeritgarg






DocuSign Envelope ID: B1294794-58CE-4591-BA52-A410517BBBC4                                                                                                                January 13, 2019            Praerit Garg            via email                         Dear Praerit:                   Smartsheet, Inc. (the “Company”) is pleased to offer you employment with the Company on the            terms described below.             1.    Position. You will start in a full-time position as Chief Technology Officer and will initially report             ​           ​           to the Company’s President & CEO. By signing this letter, you confirm with the Company that you are            under no contractual or other legal obligations that would prohibit you from performing your duties            with the Company.                        2.    Compensation  and Employee Benefits. You will be paid a starting base salary at the rate of             ​                                      ​           $350,000 per year, payable on the Company’s regular payroll dates. You will be eligible for an annual            bonus targeted at 50% of your base salary contingent on achievement of company objectives. You will            be eligible for a prorated bonus amount in fiscal year 2020 (February 2019 through January 2020). As a            full-time employee of the Company   you  will be eligible to participate in a number of            Company-sponsored benefits, including a Company-funded health benefits plan, subsidized parking or            public transit, and 401(k) plan. Should you elect to decline participation in the Company health plan, you            are eligible to receive a portion of the premium on a monthly basis. You will accrue three weeks, which            is equal to 15 working days, of paid time off (PTO) annually.                         3a.   Stock Options. Management will recommend to the Compensation Committee of Company’s                               ​           Board of Directors (the “Committee”) that you be granted an option to purchase shares of the            Company’s Class A Common Stock with a target expense value of $2,325,000. The number of shares will            be determined using our most recent Black Scholes estimate. The exercise price per share will be equal            to the fair market value per share on the date the option is granted, as determined by the Company’s            Board of Directors in good faith. Assuming continuous service, 25% of the option will vest on the 15th            day of the month in which the one year anniversary of your hire date occurs, and 6.25% of the option            will vest every three months thereafter. The option will be subject to the terms and conditions            applicable to options granted under the Company’s 2018 Stock Plan (the “Plan”), as described in the            Plan and the applicable stock option agreement. However, the grant of such an option by the Company            is subject to the Committee’s approval and this recommendation of approval is not a commitment of            compensation and does not create any obligation on the part of the Company. Further details on the            Plan and any specific option granted to you will be provided upon approval of such grant by the            Committee.                         3b.   Restricted Stock Units. Management will recommend to the Compensation Committee of the              ​                       ​           Company’s Board of Directors (the “Committee”) that you be granted an award of restricted stock units            (“RSUs”) with a target value of $2,325,000. The number of shares will be determined by dividing the                





 






DocuSign Envelope ID: B1294794-58CE-4591-BA52-A410517BBBC4                                                                                                                award value by the average closing price over the 30 day period ending on the last day of the month            prior to your hire date (or such trading days as the company has been publicly traded) rounded down to            the nearest whole share. Assuming continuous service, 25% of the RSUs will vest on the 15th day of the            month in which the one year anniversary of your hire date occurs, and 6.25% of the RSUs will vest every            three months thereafter. The award will be subject to the terms and conditions applicable to RSUs            awarded under the Company’s 2018 Stock Plan (the “Plan”), as described in the Plan and the applicable            restricted stock unit award agreement. However, the grant of such an award by the Company is subject            to the Committee’s approval and this recommendation of approval is not a commitment  of            compensation and does not create any obligation on the part of the Company. Further details on the            Plan and any specific award granted to you will be provided upon approval of such award by the            Committee.             4.    Proprietary Information, Inventions Assignment and Noncompete Agreement.  Like all             ​                                                                            ​           Company employees, you will be required, as a condition of your employment with the Company, to            sign the Company’s enclosed standard Proprietary Information, Inventions Assignment and Noncompete            Agreement.             5.    Employment Relationship. Employment with the Company is for no specific period of time. Your             ​                          ​           employment with the Company will be “at will,” meaning that either you or the Company may terminate            your employment at any time and for any reason, with or without cause. Any contrary representations            which may have been made to you are superseded by this offer. 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 (as detailed in the Company’s Employee            Handbook), may change from time to time, in the sole discretion of the Company, the “at will” nature of            your employment may  only be changed in an express written agreement signed by you and the            Company’s President.             6.    Outside Activities. During the period of your employment, you will at all times devote your best             ​                   ​           efforts to the interests of the Company, and will not, without the prior written consent of the Company,            engage in, or encourage or assist others to engage in, any other employment or activity that: (a) would            divert from the Company any business opportunity in which the Company can reasonably be expected            to have an interest; (b) would directly compete with, or involve preparation to compete with, the            current or future business of the Company; or (c) would otherwise conflict with the Company’s interests            or could cause a disruption of its operations or prospects.              7.    Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable             ​                    ​           withholding and payroll taxes.             8.    Background Check; Authorization to Work. This offer is contingent upon successful completion             ​                                         ​           of a reference and background check. As required by law, your employment with the Company is            contingent upon your providing legal proof of your identity and authorization to work in the United            States.                





 






DocuSign Envelope ID: B1294794-58CE-4591-BA52-A410517BBBC4                                                                                                                 9.    Entire Agreement. This offer letter constitutes the entire agreement between you and the             ​                    ​           Company  regarding the matters described in this letter, and supersedes and replaces any prior            understandings or agreements, whether oral, written or implied, between you and the Company relating            to such subject matter.                              If you wish to accept this offer, please sign and date the enclosed duplicate original of this letter            and the enclosed Proprietary Information, Inventions Assignment and Noncompete Agreement and            return them to me. This offer, if not accepted, will expire at the close of business on January 18, 2019.            We  look forward to having you join us no later than February 4, 2019. If you have any questions            regarding this offer, please contact me at mark.mader@smartsheet.com.                                                     Sincerely,                                                    Smartsheet, Inc.                                                                                                         ___________________________________                                                    Mark Mader, President & CEO                         I have read and accept this employment offer.                         _____________________________________               Praerit Garg            1/13/2019_____________________________________             Date                                        Attachment:  Exhibit A: Proprietary Information, Inventions Assignment and Noncompete Agreement                      ​