EX-10.11





 Exhibit 10.11 

 
 



 
 April 26, 2016 

Mr. Adriel G. Lares 
 [Address intentionally omitted]

 Re: Employment Terms 
 Dear Adriel: 

On behalf of Fastly, Inc. (“Fastly” or “the “Company”), we are pleased to offer you the position of Chief Financial
Officer in Fastly’s San Francisco office under the terms set forth in this letter. 
 Duties and Reporting Relationship. You will report to
Artur Bergman, CEO. You may be asked to perform other duties as our business needs dictate. Of course, the Company may change your position, reporting relationship, duties and work location from time to time in its discretion. 

Base Salary. Your initial base salary will be at an annual rate of $325,000, subject to applicable deductions and withholdings, and paid on the
Company’s normal payroll schedule. As a full-time, salaried, exempt employee you will be expected to work the Company’s normal business hours and additional hours as required by your job duties, and you will not be eligible for overtime
pay. The Company retains discretion to modify your compensation from time to time. 
 Bonus. You will have the same opportunity to participate
proportionately in bonus plans and arrangements as Fastly’s other senior executives and your compensation will be reviewed when Fastly generally reviews the compensation of its other senior executives. 

Standard Benefits and Paid Time Off. You will be eligible to participate in all benefits which Fastly makes generally available from to its
regular full-time employees in accordance with the terms and conditions of the benefit plans and Company policies, including health insurance, dental insurance, paid time off and holidays. The Company reserves the right to modify or cancel any or
all of its benefit programs at any time. Further details about Fastly’s benefit plans are available for your review in the benefit Summary Plan Documents. 

Equity Compensation. Subject to the approval of the Company’s Board of Directors (the “Board”), you will receive an option
to purchase 1,456,497 shares of the Company’s common stock (the “Option”). The per unit exercise price will be equal to the per unit fair market value as of the date of the grant, as determined by the Board pursuant to the
Company’s 2011 Equity Incentive Plan (the “Plan”). The Option will vest over a four-year term under which one-quarter of your Option will vest after twelve months of employment and the
remainder of the Option will vest in thirty-six equal monthly installments thereafter, provided that you remain in continuous service with the Company during this time. If granted, any such Option shall be
subject to the provisions of the Plan and applicable grant agreement. In addition, the Option, if granted, and any other options granted to you shall be subject to 100% “double trigger” acceleration substantially as provided in the
Company’s standard Change of Control and Retention Agreement, a copy of which will be provided under separate cover. For your reference, the Company’s most recent 409A valuation of it’s Common Stock was $1.18 per share, and the
Company’s Series D Preferred Stock was sold by the Company at $3.2250 per share. 
 Separation. In the event you are terminated without cause or
resign with good reason you will receive a lump sum payment equal to six (6) months of your base salary and the Company will pay for the continuation of your benefits for six (6) months, subject to your execution and non-revocation of a release of claims in form and substance acceptable to the Company. In addition, in the event you are terminated without cause or resign with good reason within the first twelve months of your
employment, one forty-eighth (1/48) of the Option will vest for each month of your employment, subject to your execution and non-revocation of a release of claims in form and substance acceptable to the
Company. 












 



 
 Adriel G. Lares Page 2 

Expenses. During your employment, your reasonable, documented business expenses will be reimbursed by the Company in accordance with its standard
policies and practices. 
 Confidentiality, Arbitration and Policies. As a condition of your employment, you will be required to sign and
comply with the Company’s standard Employee Confidential Information and Inventions Assignment Agreement (attached as Exhibit A). You are also required to acknowledge that you have reviewed and understand your rights under the
Company’s Arbitration Agreement (attached as Exhibit B). In addition, you will be required to abide by all applicable Fastly policies and procedures as may be in effect from time to time, including but
not limited to its employment policies, and from time to time you will be required to acknowledge in writing that you have reviewed and will comply with the Company’s policies. 

At-Will Employment Relationship. Your employment is not for any fixed period of time, and it is
terminable at-will. Thus, either you or the Company may terminate your employment relationship at any time, with or without cause, and with or without advance notice. Although not required, the Company
requests that you provide at least two weeks’ advance written notice of your resignation, to permit you and the Company to arrange for a smooth transition of your workload and attend to other matters relating to your departure. 

Conditions. This offer of employment and your employment with the Company is contingent upon satisfactory results of a background check to be
performed pursuant to your written authorization. You agree to assist as needed, and to complete any documentation at the Company’s request, to meet these conditions. 

Miscellaneous. This letter, together with Exhibit A and Exhibit B, constitutes the complete and exclusive statement of your
agreement with the Company regarding the terms of your employment with Fastly. It supersedes any other agreements or promises made to you by any party, whether oral or written. The terms of this offer letter agreement cannot be amended or modified
(except with respect to those changes expressly reserved to the Company’s discretion in this letter), without a written modification signed by you and a duly authorized officer of the Company. The terms of this offer letter agreement are
governed by the laws of the State of California without regard to conflicts of law principles. With respect to the enforcement of this offer letter agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes
of construction of this offer letter agreement, any ambiguity shall not be construed against either party as the drafter. This offer letter agreement may be executed in more than one counterpart, and signatures transmitted via facsimile or PDF shall
be deemed equivalent to originals. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States. 












 



 
 Adriel G. Lares Page 3 

We are very pleased that you will be joining Fastly. Please sign and date this letter and the enclosed exhibits and return them to us by the close of business
on Friday, April 29, 2016, if you wish to accept employment under the terms described above. If we do not receive the fully signed letter and the signed Exhibit A and Exhibit B from you by that date, the Company’s offer in
this letter will expire. If you accept our offer, we would like you to start on Wednesday, May 16, 2016. 
  

	
	Sincerely,
	
	Fastly, Inc.
	
	 /s/ Artur Bergman

	Artur Bergman, CEO

 Exhibit A – Employee Confidential Information and Inventions Assignment Agreement 

Exhibit B – Arbitration Agreement 
  

					
	Understood and Accepted:	 	            	  	
			
	 /s/ Adriel Lares
	 		  	 4/26/2016

	Adriel Lares	 		  	Date













 Exhibit A 

FASTLY, INC 
 Employee
Confidential Information and Inventions Assignment Agreement 












 Exhibit B 

FASTLY, INC. 
 Arbitration
Agreement