EXHIBIT 2

Case 3:17-cv-00939-WHA Document 184-2 Filed 04/07/17 Page 1 of 9
Uber Technologies, Inc. 

1455 Market Street, 4th Floor 

San Francisco, CA 94103 

August 17,2016 

Sarneer Kshirsagar 

Re: EMPLOYMENT AGREEMENT 

Dear Sameer 

I am pleased to otTer you the position of Director, Supply Chain. Your employment by 

Uber Technologies. Inc .. a Delaware corporation (the "Company" or "Uber'') shall be governed 

by the following terms and conditions (this "Agreement"): 

I. Duties and Scope of Emplovment. 

a. Position. During your employment under this Agreement (your 

"Emplovment''), the Company agrees to employ you in the position of Director. Supply 

Chain, or in such other position as the Company subsequently may assign to you. You will report 

to Anthony Levandowski, or to such other person as the Company subsequently may detennine. 

You will begin your Employment working out of the Company's office in the San Francisco Bay 

Area. You will perform the duties and have the responsibilities and authority customarily 

perfornled and held by an employee in your position or as otherwise may be assigned or 

delegated to you by your supervisor. 

b. Obligations to the Company. During your Employment, you shall 

devote your full business efforts and time to the Company or one of its subsidiaries. During your 

Employment. without express written pennission from the Chief Executive Officer or one of his 

direct reports, you shall not render services in any capacity to any other person or entity and shall 

not act as a sole proprietor or partner of any other person or entity or own more than five percent 

of the stock of any other corporation; provided. however. that such limitation shall not apply to 

any equity securities you hold in Otto Trucking LLC. a Delaware limited liability company. 

Notwithstanding the foregoing, you may serve on corporate, civic or charitable boards or 

committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or 

manage personal investments without such advance written consent. provided that such activities 

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do not individually or in the aggregate interfere with the perfonnance of your duties under this 

Agreement. You shall comply with the Company's policies and rules, as they may be in effect 

from time to time during your Employment. 

c. No Conflicting Obligations. You represent and warrant to the Company 

that you are under no obligations or commitments, whether contractual or otherwise, that are 

inconsistent with your obligations under this Agreement. In connection with your Employment, 

you shall not use or disclose any trade secrets or other proprietary infonnation or intellectual 

property in which you or any other person has any right. title or interest and your Employment 

will not infringe or violate the rights of any other person. You represent and warrant to the 

Company that you have not taken, and have returned. all property and confidential information 

belonging to any prior employer. 

d. Commencement Date. You shall commence full-time Employment on 

August 22, 2016, or such later date that the Company acquires Ottomotto LLC (such date, the 

"Closing" or the "Start Date"). For the avoidance of doubt, if the Closing does not occur. this 

Agreement shall automatically be null and void and have no further force and etl'ect. 

2. Cash and Incentive Compensation. 

a. Salary. TIle Comp ay you as compensation for your services an 

initial base salary at a gross annual rate ot_ Such salary shall be payable in accordance 

with the Company's standard payroll procedures. The annual compensation specified in this 

subsection (a), together with any modifications in such compensation that the Company may 

make from time to time, is referred to in this Agreement as "Base Salary." 

b. Retention Bonus. If you remain continuously employed by the Company 

through August I. 2017 (the "Anniversary Date"), pr lowing the Anniversary Date the 

Company will pay you a one-time bonus payment of hrough the Company's regularly 

scheduled payroll process and subject to applicable withholding taxes in accordance with Section 

7(d) hereof. 

c. Performance Bonus. Beginning on August 1,2017, as an Uber employee, 

you will be eligible to participate in Uber's Perfonnance Bonus Program. As an Uber employee. 

you will be eligible to participate in Uber' s annual perfonnance Bonus Program, with your lirst 

bonus award (if any) prorated based on your statt date at Uber. Uber has a pay for perfonnance 

culture atld we compensate our top perfornlers accordingly. Uber is a dynamic place and bonus 

awards under the Bonus Progranl may vary year to year based on a number of facltors 

company pertillmance. However, for context, last year the average bonus value 

for individuals in a comparable role I level and the average for the top half of perfonners a 

comparable role I level was_ These bonus awards were delivered mostly in equity. 

which vested over three yeat·s. Please note that these historical values are averages across a 

broad ratlge of employees and that it is unlikely that any given person would receive these exact 

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award amounts. Uber does not guarantee that you will receive a bonus - the lowest 20% of 

perfomlers should not expect to receive an award and all awards are at the full discretion of the 

Company. 

d. For the avoidance of doubt, you will not be eligible to participate in 

Uber's Perfomlance Bonus Program until August 1,2017. Hence, for bonus year 2017, your 

bonus, if received, will be prorated for the portion of the year beginning on August 1,2017 and 

ending on December 31. 20 I 7. 

e. Restricted Stock. 

i. Subject to the al of the Company"s Board of 

Directors (the "Board"). the Company shall grant you _ restricted shares of the Company's 

Common Stock (the "Shares"). The Shares shall be granted as soon as reasonably practicable 

after the date of this Agrecment or, if later, the Start Date. The Shares will be subject to a timebased vesting condition. a liquidity event-based vesting condition. and a milestone-based vesting 

condition. as well as to other tenns and conditions set forth in the Company's 2013 Stock Plan 

(the "Stock Plan") and in the fonn of Restricted Stock Award Agreement (attached hereto as 

Attachment D). 

ii. For further infommtion about the vesting conditions 

applicable to the Shares, please see the Restricted Stock Vesting Summary (attached hereto as 

AI/(lchmelll C). By executing this Agreement, you and the Company each acknowledge and 

agree that the milestone-based vesting conditions set forth in Exhibit A to the Restricted Stock 

Award Agreement may be anlended or modified at any time as mutually agreed between the 

Company, on the one hand, and you and Anthony Levandowski. on the other hand (subject to 

each of your continued employment with the Company or an affiliate as of the date of such 

modification or amendment). If any milestone-based vesting condition is so amended or 

modified, the Company. will promptly notify you of such amendments or modifications and 

provide you with an updated Exhibit A to the Restricted Stock Award Agreement. 

f. VacationlPTO and Emplovee Benefits. During your Employment. you 

shall be eligible for paid vacation / paid time off, in accordance with the Company's vacation / 

paid time off policy, as it may be amended from time to time. During your Employment, you 

shall be eligible to participate in the employee benefit plans maintained by the Company and 

generally available to similarly situated employees of the Company, subject in each case to the 

generally applicable terms and conditions of the plan in question and to tlle detenninations of 

any person or committee administering such plan. 

3. Business Expenses. The Company will reimburse you for your necessary and 

reasonable business expenses incurred in connection with your duties herewlder upon 

presentation of an itemized account and appropriate supporting docwnentation, all in accordance 

with the Company's generally applicable policies. 

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4. Tennination. 

a. Employment at Will. Your Employment shall be "at will." meaning that 

either you or the Company shall be entitled to ternlinate your Employment at any time and for 

any reason, with or without Cause. Any contrary representations that may have been made to 

you shall be superseded by this Agreement. This Agreement shall constitute the full and 

complete agreement between you and the Company on the "at-will" nature of your Employment, 

which may only be changed in an express written agreement signed by you (or your authorized 

representative) and a duly authorized officer of the Company. 

b. Rights Upon Termination. Except as expressly provided herein and in 

the Restricted Stock Award Agreement, upon the termination of your Employment, you shall 

only be entitled to the compensation and benefits earned and the reimbursements described in 

this Agreement for the period preceding the effective date of the ternlination. 

5. Pre-Emplovment Conditions. 

a. Confidentialitv Agreement. Your acceptance of this offer and 

commencement of employment with the Company is contingent upon the execution. and 

delivery to an officer of the Company, of the Company's Confidentiallnfonnation and Invention 

Assignment Agreement, a copy of which is enclosed as Allacilmellt A for your review and 

execution (the "Confidentialitv Agreement"), prior to or on your Start Date and continued 

compliance with the Confidentiality Agreement thereafter. 

b. Right to Work. For purposes of federal immigration law, you will be 

required to provide to the Company documentary evidence of your identity and eligibility for 

employment in the United States. Such documentation must be provided to us within thrce (3) 

business days of your Start Date, or our employment relationship with you may be tenninated. 

This offer may be rescinded if you are unable to begin work at Uber within a reasonable amowlt 

of time due to work eligibility issues or export control licensure requirements. 

c. Alternate Dispute Resolution Agreement. Your acceptance of this.offer 

and commencement of employment Witll the Company is contingent upon the execution (the 

"Alternate Dispute Resolution Agreement"), and delivery to an oUicer of the Company, of the 

Alternate Dispute Resolution Agreement. a copy of which is enclosed as Attachment B for your 

review and execution, prior to or on your Start Date. 

6. Successors. 

a. Companv's Successors. This Agreement shall be binding upon any 

successor (whether direct or indirect and whether by purchase, lease. merger, consolidation, 

liquidation or otherwise) to all or substantially all of the Company's business and/or assets. For 

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all purposes under this Agreement, the term "Companv" or "Uber" shall include any successor to 

the Company's business or assets that becomes bound by this Agreement. 

b. Your Successors. TIlis Agreement and all of your rights hereunder shall 

inure to the benefit of; and be enforceable by. your personal or legal representatives, executors, 

administrators, successors, heirs. distributees. devisees and legatees. 

7. MisceUaneous Provisions. 

a. Notice. Notices and all other communications contemplated by this 

Agreement shall be in writing and shall be deemed to have been duly given when personally 

delivered or when mailed by U.S. registered or certified mail, return receipt requested and 

postage prepaid. [n your case, mailed notices shall be addressed to you at the home address that 

you most recently communicated to the Company in writing. [n the case of the Company, 

mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed 

to the attention of its General Counsel. 

b. Modifications and Waivers. No provision of this Agreement shall be 

modified. waived or discharged unless the modification, waiver or discharge is agreed to in 

wTiting and signed by you (or your authorized representative) and by an authorized oflicer of the 

Company (other than you). No waiver by either party of any breach of, or of compliance with, 

any condition or provision of this Agreement by the other party shall be considered a waiver of 

any other condition or provision or of the same condition or provision at another time. 

c. Whole Agreement. No other agreements, representations or 

understandings (whether oral or \\Titten and whether express or implied) which are not expressly 

set forth in this Agreement have been made or entered into by either party with respect to the 

subject matter hereof. This Agreement, the Confidentiality Agreement and the Alternate Dispute 

Resolution Agreement contain the entire understanding of the parties with respect to the subject 

matter hereof. 

d. Withholding Taxes. All payments made under this Agreement shall be 

subject to reduction to reflect taxes or other charges required to be withheld by law. 

e. Choice of Law and Severabilitv. This Agreement shall be interpreted in 

accordance with the laws of the State in which you work/last worked without giving elIect to 

provisions governing the choice of law. [f any provision of this Agreement becomes or is 

deemed invalid. illegal or unenforceable in any applicable jurisdiction by reason of the scope. 

extent or duration of its coverage, then such provision shall be deemed amended to the minimum 

extent necessary to conform to applicable law so as to be valid and enforceable or. if such 

provision cannot be so amended without materially altering the intention of the parties, then such 

provision shall be stricken and the remainder of this Agreement shall continue in full force and 

elIee\. [1' any provision of this Agreement is rendered illegal by any present or future statute. 

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law. ordinance or regulation (collectively, the "Law") then that provision shall be curtailed or 

limited only to the minimum extent necessary to bring the provision into compliance with the 

Law. All the other ternlS and provisions of this Agreement shall continue in full force and effect 

without impairment or limitation. 

f. Arbitration. As set forth in more detail in the Alternate Dispute 

Resolution Agreement (attached hereto as Allachmenf B and incorporated by reference as part of 

this offer of employment), you and the Company agree to submit to mandatory binding 

arbitration any and all claims arising out of or related to your employment with the Company and 

your tennination thereof, including but not limited to, claims for unpaid wages, wrongful 

terminations, torts, stock or restricted stock units or other ownership interest in the Company 

and/or discrimination (including harassment) based upon any federal, state or local ordinance, 

statute, regulation or constitutional provision, except that each palty may. at its, his or her option. 

seek temporary or preliminary injunctive relief in court in connection with an arbitrable 

controversy, but only upon the ground that the award to which that party may be entitled may be 

rendered ineffectual without such relief. Arbitration under the Alternate Dispute Resolution 

Agreement is on an individual basis only, and class, collective and representative actions are not 

permitted. All arbitration hearings shall be conducted within 50 miles of the Uber office you 

work(ed) in or report(ed) to or at any other location mutually agreed to. TI-IE PARTIES 

HEREBY WAIVE ANY RIGHTS THEY MA Y HAVE TO TRIAL BY JURY IN REGARD TO 

SUCH CLAIMS. This Agreement is governed by the Federal Arbitration Act (9 U.S.C. I et seq.) 

and does not restrict your right to file administrative claims you may bring before any 

government agency where, as a matter of law, the parties may not restrict the employee's ability 

to file such claims (including, but not limited to. tile National Labor Relations Board. the Equal 

Employment Opportunity Commission and the Deprutment of Labor). 

g. No Assignment. This Agreement and all of your rights and obligations 

hereunder are personal to you and may not be transferred or assigned by you at ally time. The 

Company may assign its rights under this Agreement to any entity that assumes the Company's 

obligations hereunder in connection with any sale or transfer of all or a substantial portion of the 

Company's assets to such entity. 

h. Counterparts. TIlis Agreement may be executed in two or more 

counterparts. each of which shall be deemed an original, but all of which together shall constitute 

one and the same instrument. 

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We are all delighted to be able to extend you this offer and look forward to working with 

you. Please understand that this offer is contingent upon successful completion of your 

background check investigation. To indicate your acceptance of the Company's offer, please 

sign and date this letter in the space provided below and return it to me, along with a signed and 

dated original copy of the Confidentiality Agreement and the Alternate Dispute Resolution 

Agreement. The Company requests that you begin work in this new position on the date of the 

Closing. This offer must be accepted on or before August 19,2016 at 5:00 pm PST. 

Very truly yours, 

Uber Technologies, Inc. 

By: ]#~ /I. ktXl(~ 

Name: leffHolden 

Title: Chief Product Officer 

ACCEPTED AND AGREED: 

Sameer Kshirsagar 

Date 8/19/2016 

Attachment A: Confidential Information and Invention Assignment Agreement 

Attachment B: Alternate Dispute Resolution Agreement 

Attachment C: Restricted Stock Vesting Summary 

Attachment D: Form of Restricted Stock Award Agreement 

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