snap-ex106_1642.htm



EXHIBIT 10.6

OPTION AGREEMENT AMENDMENT

This Option Agreement Amendment (“Amendment”), entered into between Tim Sehn (the “Optionee”) and Snap Inc., a Delaware corporation (the “Company”), is effective as of November 7, 2017 (“Amendment Effective Date”), and amends that certain Stock Option Grant Notice and Agreement, dated September 6, 2013 (the “Agreement”) under the Company’s 2012 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Amendment and not defined have the meanings provided to such terms in the Agreement or the Plan, as applicable.

Whereas, pursuant to the Agreement, on September 6, 2013, the Board granted to the Optionee a stock option to acquire shares of Common Stock having an exercise price specified on Exhibit A (the “Option”) and governed by the Plan and the Agreement; 

Whereas, as listed on Exhibit A to this Amendment, a portion of the Option has the status of an incentive stock option, while the rest of the Option has the status of a nonstatutory stock option (such latter portion, the “Nonstatutory Portion”); and

Whereas, the Board and the Optionee desire to amend the Agreement as to the Nonstatutory Portion of the Option as provided for in this Amendment.

In consideration of the mutual promises, covenants, and conditions, and for other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.Amendment.  With respect to the Nonstatutory Portion of the Option, Section 8(a) of the Agreement is amended to replace all references to “three (3) months” with “twelve (12) months.”

2.Status.  The portion of the Option that has the status of an incentive stock option will not be amended by this Amendment, and will remain outstanding in accordance with its terms.

2.Entire Agreement; Counterparts.  Except as explicitly modified in this Amendment, the Option and the Agreement will remain in full force and effect. In the event of any conflict between this Amendment and the Agreement, this Amendment will govern. This Amendment and the Agreement, with the attached exhibits attached, constitute the entire agreement between the Optionee and the Company regarding the terms and conditions of the Option. This Amendment supersedes all prior negotiations, representations, or agreements between the Optionee and the Company, whether written or oral, concerning the modifications of the Option in this Amendment. This Amendment may be executed in counterparts, each of which will constitute an original, together will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

1

 



 

The parties have executed this Amendment as of the Amendment Effective Date.

 


	
SNAP INC.

	
 

	
/s/ Mike O’Sullivan

	
Mike O’Sullivan

General Counsel




       


	
OPTIONEE

	
 

	
 

	
TIM SEHN

	
 

	
/s/ Tim Sehn




 




 



 

EXHIBIT A

 


	
Holder Name
	
Plan Name
	
Grant Reason 
	
Grant Type
	
Grant No.
	
Grant Date
	
No of Shares Granted
	
Exercise Price per Share
	
Vesting Start Date

	
Sehn, Tim
	
2012EIP
	
New Hire
	
ISO
	
I024
	
9/6/2013
	
687,280
	
0.5820
	
9/3/2013

	
Sehn, Tim
	
2012EIP
	
New Hire
	
NSO
	
N024
	
9/6/2013
	
3,712,720
	
0.5820
	
9/3/2013

	
Sehn, Tim
	
2012EIP
	
Stock dividend
	
NSO
	
SOD-76
	
10/31/2016
	
3,712,720
	
0.5820
	
9/3/2013

	
Sehn, Tim
	
2012EIP
	
Stock dividend
	
ISO
	
SOD-75
	
10/31/2016
	
687,280
	
0.5820
	
9/3/2013

	
 
	
 
	
 
	
 
	
 
	
 
	
8,800,000