EX-10.5





 Exhibit 10.5 

Employment agreement 
  

			
		  	Your employment
		
	POSITION	  	Todd Morgenfeld
		  	You’ll be a/an Chief Financial Officer 
		  	You’ll report to Ben Silbermann 
		  	You’ll work out of our office in San Francisco 
		  	You may need to travel for work from time to time.
		  	Your first day will be October 10, 2016                     * Please amend to October 31,
2016 as discussed
		
	 OBLIGATIONS
 TO PINTEREST
	  	You agree to devote your working hours and full-time efforts to Pinterest while you’re employed here. We don’t mind if you serve on any corporate, civic, charitable boards or committees that you feel passionate about; give
lectures and talks; or teach at schools—as long as these things don’t interfere with your Pinterest duties or violate your confidentiality obligations. You also agree to follow all our policies and rules.
		
	 CONFLICTING
 OBLIGATIONS
	  	You must tell us before your first day about any obligations or commitments that are inconsistent with the duties we’ve outlined in this agreement. By signing this agreement, you’re promising that:
		
		  	 •   You will not use or disclose any trade secrets, proprietary information
or intellectual property that you or any other person have a right, title or interest to in connection with the work you do at Pinterest;

		
		  	 •   You have returned any property or confidential information that belongs
to your former employers; and

		
		  	 •   You aren’t violating the rights of anyone by accepting employment
here at Pinterest.















			
		
		  	Your compensation
		
	SALARY	  	We agree to pay you an initial base salary at a gross annual rate of $350,000.00 based on our standard payroll procedures. Our compensation team will review your salary rate at least once a year.
		
	STOCK GRANT	  	Subject to our Board’s approval, we’ll grant you 3,250,000 restricted stock units (RSUs). Each RSU entitles you to 1 share of Pinterest common stock when the RSU vests. Your RSU grant will be subject to two vesting
conditions. The first vesting condition is based on your service, where the RSUs will vest at a rate of 3/48 the the total number of RSUs on each 3-month anniversary of continuous service. The second vesting
condition is based on the company and requires that the company IPO or be acquired in a Change of Control (as defined in Appendix 1), in either case, within 7 years of the grant date. Both vesting conditions must occur for you to receive the shares.
Your RSUs will also be subject to the terms and conditions in our 2009 Stock Plan and Restricted Stock Unit Agreement.
		
		  	In addition, if there is a Change of Control, additional RSUs may vest if one of the following things happens within 90 days before the Change of Control, or within one year after the Change of Control:
		
		  	 (1) Pinterest terminates your employment without Cause (as defined in Appendix 1) on or before the second anniversary
of the date on which your employment began; or

		
		  	 (2) You terminate your employment for Good Reason (as defined in Appendix 1) on or before the second anniversary of the
date on which your employment began;

		
		  	If condition (1) or (2) is met, and you comply with the Obligations (as defined in Appendix 1), then as of the date of the termination or, if later, the Change in Control, the vesting of your RSUs will accelerate such that you
will be vested in the total number of RSUs that would have vested had your service continued for two years after the date on which your employment began (i.e. 50% of your RSU grant will be vested as of the termination date or the Change in
Control).














			
		  	If a Change of Control occurs but your RSUs are not assumed, substituted or otherwise continued or replaced with similar equity awards in connection with the Change of Control, then any acceleration of vesting of the RSUs that would
otherwise occur upon your termination in connection with the Change of Control shall occur immediately prior to, and contingent upon, the consummation of such Change of Control; provided this provision will not apply if (a) Pinterest terminates
you for Cause; (b) you resign for any reason other than Good Reason, or (c) conditions (1) or (2) above occur prior to the Change of Control but you do not comply with the Obligations.
		
	SIGN-ON BONUS	  	In your first paycheck after you start, we’ll pay you a sign-on bonus of $500,000.00. If you quit or your employment is terminated within twelve months of your start date for any
reason, you’ll pay back a portion of the bonus prorated to the number of months you were employed, and you authorize Pinterest to withhold this amount from any payments Pinterest might owe you at the time of your departure.
		
	ADDITIONAL BONUS	  	After one year of continuous service, we’ll pay you a one-time bonus of $500,000.00. If you quit or your employment is terminated prior to that time for any reason, you will not be
entitled to the bonus. If you quit or your employment is terminated after that time but within twelve months of your start date for any reason, you’ll pay back a portion of the bonus prorated to the number of months you were employed, and you
authorize Pinterest to withhold this amount from any payments Pinterest might owe you at the time of your departure.
		
	EMPLOYEE BENEFITS	  	You’ll be eligible for vacation and other time off and to participate in the employee benefit plans maintained by Pinterest, all subject to Pinterest’s standard policies.
		
	BUSINESS EXPENSES AND TRAVEL POLICY	  	We’ll reimburse you for all reasonable and necessary businesses expenses so long as you follow our reimbursement procedures.














			
		
		  	Termination
		
	AT-WILL EMPLOYMENT	  	You’ll be an “at-will” employee, which means that you or Pinterest can terminate your employment any time and for any reason, without cause or notice. This agreement takes the
place of anything you may have been told or agreed to already and is the full agreement between you and Pinterest on the “at-will” nature of your employment. The only way your “at-will” status can change is through a written agreement signed by you and an authorized officer of Pinterest.
		
	 YOUR
 RIGHTS AFTER

TERMINATION OF
 EMPLOYMENT
	  	If Pinterest terminates your employment, you’ll only be entitled to compensation, benefits and reimbursements earned or accrued before your termination date.
		  	Before you start
		
	 CONFIDENTIALITY

AGREEMENT
	  	You must sign and deliver a copy of the confidentiality agreement attached to this agreement on or before your start date.
		
	RIGHT TO WORK	  	Federal immigration law requires that you provide us with evidence of your identity and eligibility for employment in the United States. We will ask you to provide this on your first day of work.
		
		  	Successors
		
	PINTEREST’S SUCCESSORS	  	Pinterest’s successors may enforce this agreement and Pinterest’s rights under it, so if someone else takes over all or most of Pinterest’s business and/or assets, this agreement will apply to that entity the same way
it would apply to Pinterest.
		
	 YOUR
 SUCCESSORS
	  	Your personal or legal representatives executors, administrators, successors, heirs, distributees, devisees and legatees may enforce this agreement and your rights under
it.














			
		
		  	Miscellaneous stuff
		
	NOTICE	  	You agree to keep us up to date on your address. We’ll send you communications relating to this agreement in writing. We may deliver these communications personally, send them by registered or certified mail, or express
delivery service such as FedEx. You will be deemed to receive these communications when we deliver them to you personally, or when we send them via registered or certified mail or express delivery service to the address you most recently provided in
writing. Please address any correspondence with us to our official business address directed to the attention of the company’s Secretary.
		
	WHOLE AGREEMENT	  	This agreement and the confidentiality agreement attached to it represent the entire agreement between you and Pinterest regarding the subjects they cover. You acknowledge that you and Pinterest have no other agreements or
understandings (oral or written, express or implied) regarding the subjects covered by this agreement, and you have not made or received any additional representations relating to these subjects. The terms of this agreement may only be modified by a
written agreement that you and an officer of Pinterest sign.
		
	WITHHOLDING TAXES	  	If the law or tax code requires it, the payments made under this agreement could be reduced.
		
	 CHOICE OF
 LAW AND
SEVERABILITY
	  	This agreement will be interpreted according to the laws of the State of California, without giving effect to provisions governing the choice of law. If any provision in this agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction because of the scope, extent or duration of its coverage, then this provision will be considered amended to the minimum extent necessary to bring it into line with the law (so it’s valid and
enforceable). If we can’t amend the provision without significantly changing either your or our intentions, then we’ll strike the provision and the rest of this agreement will stay in
effect.














			
		
		  	If any provision of this agreement is rendered illegal by any present or future statute, law, ordinance or regulation, then that provision will be curtailed or limited only to the minimum extent necessary to make the provision
comply with the law. All the other terms and provisions of this agreement will stay in effect.
		
	ASSIGNMENT	  	This agreement and all your rights and obligations in it are personal to you— you can’t transfer or reassign them. Pinterest may assign it rights under this agreement to any entity that takes over our obligations under
this agreement in connection with a sale or transfer of assets or control.
		
	COUNTERPARTS	  	This agreement may be signed in two or more counterparts. Each of these will be considered an original, and together they will constitute a single agreement.













 And now for the good stuff 

We’re all delighted to extend this offer to you, and we hope you’ll join us soon! If you’d like to accept, please sign and return this offer
letter, along with a signed and dated original copy of the attached confidentiality agreement, by September 19, 2016  
  

					
	Sincerely,	 		 	
			
	 /s/ Ben Silbermann
	 		 	 /s/ Evan Sharp

	Ben Silbermann, Co-Founder	 		 	Evan Sharp, Co-Founder
	Pinterest	 		 	Pinterest
			
	Please sign below:	 		 	
			
	 /s/ Todd Morgenfeld
	 		 	
	Signature	 		 	
			
	 Todd Morgenfeld
	 		 	
	Printed name	 		 	
			
	 9/19/2016
	 		 	
	Date	 		 	













 Appendix 1 

The following definitions apply to the accelerated vesting provisions in this Agreement. 

“Change of Control” means a Triggering Event; provided, a transaction will not be considered a Change of Control unless the transaction also
qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5)(i) 

“Triggering Event” means: (i) a sale, transfer or disposition of all or substantially all of the Company’s assets other than to
(A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of
the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or (ii) any merger, consolidation or other business combination transaction of the
Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting
power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”). Notwithstanding anything stated herein, a transaction shall not
constitute a “Triggering Event” if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the
Company’s securities immediately before such transaction. For clarity, the term “Triggering Event” as defined herein shall not include stock sale transactions whether by the Company or by the holders of capital stock. 

“Cause” means any of the following: (a) you willfully engage in conduct that is in bad faith and materially injurious to Pinterest,
including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) an act of gross negligence, dishonesty, fraud or misrepresentation made by you in connection with your responsibilities to Pinterest that is













 
materially injurious to Pinterest, (c) your unauthorized use or disclosure of any proprietary information or trade secrets of Pinterest or any other party to whom you owe an obligation of
nondisclosure as a result of your relationship with Pinterest that is materially injurious to Pinterest; (d) you commit a material breach of any written agreement between you and Pinterest that causes harm to Pinterest, which breach is not
cured within thirty (30) days after receipt of written notice describing in detail such breach to you from Pinterest; (e) your repeated or material failure to comply with Pinterest’s written policies or rules; (f) you willfully
refuse to implement or follow a directive by your supervisor, directly related to your duties, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from Pinterest;
(g) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position, which breach is not cured within thirty (30) days after
receipt of written notice describing in detail such breach to you from Pinterest; (h) your willful, material violation of any law or regulation applicable to the business of Pinterest that is materially injurious to Pinterest; and (i) your
conviction of, or plea of nolo contendere to, a felony or any crime that, in either case, has resulted in or is reasonably expected to result in loss, damage or injury to the property, reputation, or employees, consultants, Board members or
stockholders of Pinterest. For purposes of clarity, all references herein to Pinterest include references to any successor to Pinterest and any affiliate or subsidiary to Pinterest or any such successor, and a termination without “Cause”
does not include any termination that occurs as a result of your death or disability. 
 “Good Reason” means your resignation due to any of
the following conditions which occur without your written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (a) a material reduction in your duties, authority or
responsibilities relative to your duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction, provided that a mere change of title alone shall not constitute such a material reduction; (b) a
requirement that you change your principal office to a facility that increases your one-way commute by more than forty (40) miles from your commute to the location at which you are employed immediately
prior to such change, or (c) your then current annual base salary is reduced by more than ten percent (10%) (other than in connection with a general decrease in the salary of similarly situated employees or, following a Change of Control, to
the extent necessary to make your salary commensurate with those other employees of the Company or its successor entity or parent entity who are similarly situated with you following such Change of Control. In order for you to resign for Good
Reason, you must provide written 












 
notice to Pinterest (or its successor) of the existence of the Good Reason condition within thirty (30) days of the initial existence of the Good Reason condition. Upon receipt of the
notice, the Company (or its successor) will have 30 days to remedy the Good Reason condition and not be required to provide for the benefits described herein as a result of such proposed resignation. If the Good Reason condition is not remedied
within such 30 day period, you may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period. 

“Obligations” mean (i) you have returned all Pinterest property in your possession within ten (10) days following your termination,
and (ii) you have executed a full and complete general release of all claims that you may have against Pinterest or persons affiliated with Pinterest in the form provided by Pinterest and such release has become effective no later than the
thirtieth (30th) day after your termination. 












 Confidential agreement and invention assignment 

 

			
	1) MY RELATIONSHIP WITH PINTEREST	  	This agreement applies to my employment relationship with Pinterest Inc., and any of its present or future subsidiaries, affiliates or successors (“Pinterest”). It also applies if my employment ends but Pinterest hires me
again or asks me to consult within a year, unless we agree otherwise in writing.
		
		  	For purposes of this agreement, my employment or consulting relationship with Pinterest – whether it started before, on, or after this agreement’s date – will be called the “Relationship”.
		
	 2) CONFIDENTIAL

INFORMATION
	  	(a) Definition
		
		  	“Confidential Information” is any information or material that people outside of Pinterest don’t generally know about or have access to, as well as any information or material that third parties give to Pinterest in
confidence. Confidential Information includes Company Inventions (defined below), business or financial information, knowledge, plans, forecasts, or anything else a reasonable person would understand to be confidential.
		
		  	Confidential Information doesn’t include information that becomes generally known or available to the public, so long as it doesn’t become known or available to the public because of anything I did, or anything I was
supposed to do but didn’t do.














			
		  	(b) Protection
		
		  	I understand that Pinterest will provide me with Confidential Information so that I can do my job. I’ll keep Confidential Information confidential during and after the Relationship. I won’t use Confidential Information
except to do my job, and for the benefit of Pinterest. I won’t share Confidential Information with anyone outside the company or make copies of Confidential Information unless I get written permission from Pinterest.
		
		  	(c) Third Party Information
		
		  	The things I’m agreeing to in Section 2 are for the benefit of Pinterest and any third party that gives information or material to Pinterest in confidence. While working at Pinterest, I won’t share or use any
confidential or secret information received from third parties unless they have expressly permitted me to do so.
		
		  	(d) Other Rights
		
		  	This agreement supplements, but doesn’t supersede, any rights that Pinterest has to protect trade secrets or any other confidential or proprietary information.
		
	3) INVENTIONS	  	(a) My Inventions
		
		  	“Inventions” means any discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets, or original works of authorship, regardless of whether these things are patentable,
copyrightable or otherwise legally protectable. This includes products, designs, systems, methods, processes, configurations, and many other things.
		
		  	In Exhibit A, I’ve listed all Inventions that belong to me (alone or with others) and relate to Pinterest’s business or its products. I retain my rights in these listed Inventions, and I’m not assigning those rights
to Pinterest. If no list is attached, that means I have no Inventions that relate to Pinterest’s business or its products.














			
		  	If I use or incorporate any Invention that belongs to me (alone or with others) in the course of my work at Pinterest, I’ll tell Pinterest first. Whether I tell Pinterest or not, I give Pinterest the right to use that
Invention. Legally speaking, I grant Pinterest a non-exclusive, fully paid-up, royalty free, assumable, perpetual, worldwide license freely use that Invention under all
intellectual property laws around the world. This license may be transferred or sublicensed by Pinterest at any time, without restriction.
		
		  	(b) Company Invention
		
		  	“Company Inventions” means any Invention that I author, discover, develop, dream up, improve, or reduce to practice during this Relationship (alone or with others), unless that Invention is excluded under the applicable
state law (which I can reference in Exhibit B). If I believe that any Invention that I author, discover, develop, dream up, improve, or reduce to practice during this Relationship (alone or with others) is excluded by the provisions of Exhibit B,
I’ll tell Pinterest promptly.
		
		  	I’ll tell Pinterest about all Company Inventions, and hold them in trust for the sole benefit of Pinterest. Whether I tell Pinterest or not, I hereby assign to Pinterest or its designee all my rights, title and interest
throughout the world to all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights in all Company Inventions. I agree that all Company Inventions that are made by me (alone or with others) are
“works made for hire” to the greatest extent permitted by law, and that I’ve been compensated for them by my salary. I waive all claims, present or future, for infringement of any Company Invention. Any assignment of Company
Inventions includes all so-called “moral rights,” “artist’s rights,” “driot moral,” or similar rights and if those rights can’t be assigned under applicable law, I waive
all those rights.














			
		
		  	c) Records
		
		  	I’ll keep and maintain good records of all Company Inventions I make (alone or with others) during the Relationship. These records will be the sole property of Pinterest. I won’t take these records from the workplace
except where company policies allow, and I understand that Pinterest may revise these policies from time to time. At the end of the Relationship, I’ll give these records and any copies of them to Pinterest, as required by Sections 5 and 6 of
this agreement.
		
		  	d) Assistance In Securing Intellectual Property Rights
		
		  	I’ll help Pinterest or its designees secure and maintain all available rights in Company Inventions, including copyrights, patents, trademarks, moral rights, or any other possible rights, in all countries around the world. If
asked, I’ll provide all information and sign all documents necessary to submit applications, specifications, assignments, recordations, oaths or anything else that will help Pinterest secure or maintain legal rights in Company Inventions. If
asked to do so, I’ll waive, assign, or convey any rights or interests I might have in Company Inventions. This obligation will continue after the Relationship ends.
		
		  	In order to help Pinterest secure and maintain legal rights in Company Inventions, I designate Pinterest and its officers as my agent and attorney-in-fact, authorized to act on my behalf and
to execute and file any documents needed to secure or maintain any rights in Company Inventions anywhere in the world. This power of attorney is coupled with an interest and won’t be affected by my subsequent incapacity.
		
	4) INTEREST PROPERTY AND DOCUMENTS	  	I understand I have no expectation of privacy when it comes to Pinterest’s communication or information systems (including files, emails and voicemails), and Pinterest may monitor my use of these systems at any time without
notice.
		
		  	I understand that Pinterest may inspect any of its property at the workplace, including equipment, physical and electronic storage, and workspaces, among other things, at any time without notice. When my Relationship with Pinterest
ends, I’ll return all equipment Pinterest has provided. I’ll also return all documents, information and other materials that belong to Pinterest, and won’t keep (or recreate) any
copies.














			
	5) TERMINATION CERTIFICATION	  	Upon the termination of my employment, I’ll sign the “Termination Certification” in Exhibit C. Even if I don’t sign the Termination Certification, I’m still bound by the terms of this agreement.
		
	6) NOTICE TO THIRD PARTIES	  	Pinterest may tell third parties that I agreed to this confidentiality agreement, both during and after our Relationship.
		
	 7) SOLICITATION OF EMPLOYEES, CONSULTANTS

AND OTHERS
	  	 During our Relationship and for a year after it ends, I won’t encourage Pinterest employees or consultants to leave Pinterest, or
recruit them for other employment.
  
 I won’t, at any time, use Confidential
Information to deter Pinterest’s clients or customers from doing business with Pinterest, or encourage them to do business with any company that competes directly or indirectly with Pinterest. Nor will I use Confidential Information in any
other way that’s contrary to the interests of Pinterest.

		
	8) AT-WILL RELATIONSHIP	  	I understand I’m an “at-will” employee. I may terminate my employment with Pinterest, and Pinterest may do likewise, at any time for any reason or no reason, without any further
obligations, other than the parts of this agreement that continue in effect after the Relationship.
		
	 9) REPRESEN-
 TATIONS AND

COVENANTS
	  	 (a) Cooperation
  

If Pinterest asks, I’ll execute any oath, or verify any document required to carry out the terms of this agreement during the Relationship or
after.

		
		  	(b) No Conflicts
		
		  	In signing this agreement, I’m not violating any agreements with, or promises to, any other person or company, and I won’t enter into any written or verbal agreement that conflicts with this one.
		
		  	I’ll honor all agreements and confidentiality obligations I have to any other party, and promise not to disclose to Pinterest any Inventions or Confidential Information belonging to anyone else. On Exhibit A, I’ve listed
any agreements I have with current or past employers or other parties that might restrict my ability to accept this job, engage Pinterest’s customers or service providers, or perform my duties at and obligations to
Pinterest.














			
		
		  	I’m not performing any services for any business (or proposed business) whose products or services might compete with Pinterest’s products or services, or any new products or services that Pinterest develops during the
Relationship, nor do I intend to do so. If I want to do so in the future, I’ll tell Pinterest in writing, identify the organization I want to work for, and provide Pinterest with all of the information it needs to determine if that work would
conflict with the interests of Pinterest.
		
		  	(c) Voluntary Execution
		
		  	I’ve read and understand all provisions of this agreement. I accept them voluntarily and promise to comply with all of them.
		
	 10) GENERAL
 PROVISIONS
	  	 (a) Governing Law
  

The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of California, without giving effect to
the principles of conflict of laws.

		
		  	(b) Entire Agreement
		
		  	This agreement contains the entire understanding and agreement between me and Pinterest, regardless of any previous discussions we may have had. This agreement will apply regardless of any changes in my duties or compensation, and
the terms of the agreement can’t be changed unless the changes are made in writing and we’ve both signed them.
		
		  	I understand that Pinterest can’t waive any of the rights, or give any of the permissions discussed in this agreement, unless it does so in writing through an authorized officer of the company and with proper approval from
Pinterest’s Board of Directors.














			
		
		  	(c) Severability
		
		  	If any part of this agreement is found to be void or unenforceable, that part will remain enforceable to the maximum extent allowed by law, and the rest of the agreement won’t be affected. Pinterest and I have attempted to
limit my right to use, keep and share Pinterest’s Confidential Information and to limit my right to solicit employees and customers only to the extent necessary to protect Pinterest from unfair competition. If a court decides that these
restrictions are too broad, Pinterest and I want the court to rework, modify and enforce the restrictions in such way as to allow them legally in light of the circumstances at that time.
		
		  	(d) Successors and Assigns
		
		  	My heirs, executors, administrators and legal representatives, and my successors and assigns are also bound by this agreement. This agreement is for the benefit of Pinterest and its successors and assigns.
		
		  	(e) Remedies
		
		  	I recognize that violating this agreement could cause Pinterest irreparable harm. I therefore agree that Pinterest is entitled to seek extraordinary relief in court, for any violation of this agreement, including temporary
restraining orders, and preliminary and permanent injunctions without the necessity of posting a bond or other security, in addition to any other remedies Pinterest might have. If a bond or security is required, I agree that a $1000 bond is
adequate.
		
		  	(f) Advice of counsel
		
		  	I acknowledge that I’ve had the opportunity to get advice about this agreement from independent legal counsel. I’ve read and I understand all parts of this agreement, and agree the agreement won’t be construed against
either party by reason of drafting or preparation.













 The parties executed this agreement on the dates specified below to be effective on the Effective Date. 

 

					
	Sincerely,	 		 	
			
	 /s/ Ben Silbermann
	 		 	 /s/ Evan Sharp

	Ben Silbermann, Co-Founder	 		 	Evan Sharp, Co-Founder
	Pinterest	 		 	Pinterest
			
	Please sign below:	 		 	
			
	/s/ Todd Morgenfeld	 		 	
	Signature	 		 	
			
	 Todd Morgenfeld
	 		 	
	Printed name	 		 	
			
	 9/19/2016
	 		 	
	Date	 		 	













 Exhibit A 

A list of inventions and original works 

of authorship excluded under Section 4(a) 
  

					
	 Title
	  	 Identifying # or description
	  	 Date



 
  
  

 
  

			
	 ☒    No inventions, improvements or

        original works of authorship
  
	  	 /s/ Todd Morgenfeld



	☒    Additional sheets attached	  	Signature
		
	 Todd Morgenfeld
	  	 9/19/2016

	Printed name	  	 Date














 Exhibit B 

Section 2870 of the California Labor Code says: 
 (a) Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her
own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer; or 
 (2) Result from any work performed by the employee for the employer. 

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 












 Exhibit C 

Termination certification 
 By signing this, I
certify that I’ve returned, and don’t have in my possession, all equipment, documents, information, and other materials that belong to Pinterest, and any copies or reproductions of these things. 

I also certify that I’ve complied with all parts of Pinterest’s Confidential Information and Invention Assignment Agreement that I signed when I
joined Pinterest, including reporting any Inventions that I made or dreamed up (alone or with others) during my Relationship with Pinterest. 
 As I agreed
to in the Confidential Information and Invention Assignment Agreement, I’ll keep Confidential Information confidential, including Company Inventions, business or financial information, knowledge, plans, forecasts, or anything else a reasonable
person would understand to be confidential. 
 For a year from the date of this Certification, I won’t encourage Pinterest employees or consultants to
leave Pinterest, or recruit them for other employment. 
 I won’t, at any time, use Confidential Information to deter Pinterest’s clients or
customers from doing business with Pinterest, or encourage them to do business with any company that competes directly or indirectly with Pinterest. Nor will I use Confidential Information in any other way that’s contrary to the interests of
Pinterest. 
  

					
	  
	 		 	
	Signature	 		 	
			
	  
	 		 	  

	Printed name	 		 	Date