EXHIBIT A

   

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OTTOMOTTO INC. 

[DATE] 

[Name of Prospective Employee] 

[Home Address] 

[City, State, Zip Code] 

Dear [Name]: 

Ottomotto Inc. (the “Company”) is pleased to offer you employment on the following 

terms: 

1. Position. Your initial title will be [INSERT JOB TITLE]. This is a full-time 

position. You will initially be based on in the Company’s San Francisco office. Future office 

locations and allowances for flexible work arrangements will be considered in the sole discretion 

of the Company. While you render services to the Company, you will not engage in any other 

employment, consulting or other business activity (whether full-time or part-time) that would 

create a conflict of interest with the Company or that is in any way competitive with the business 

or proposed business of the Company, nor will you assist any other person or organization in 

competing with the Company or in preparing to engage in competition with the business or 

proposed business of the Company. In the interest of clarity, the current business of the 

Company is autonomous driving technology. Company does not want you to, and hereby 

directs that you must not, bring to Company, or otherwise use in connection with 

performing any services on behalf of the Company, any intellectual property rights or 

other proprietary or confidential material or information of any former employer or other 

third party. Accordingly, by signing this Offer Letter you represent and warrant that you 

will not bring to Company, or otherwise use in connection with performing any services on 

behalf of the Company, any intellectual property rights or other proprietary or 

confidential material or information of any former employer or other party. By signing this 

letter agreement, you confirm to the Company that you have no contractual commitments or 

other legal obligations that would prohibit you from performing your duties for the Company. 

2. Base Salary. The Company will pay you a starting salary at the rate of 

$[______] per year payable in accordance with the Company’s standard payroll schedule. This 

salary will be subject to adjustment pursuant to the Company’s employee compensation policies 

in effect from time to time. 

3. Employee Benefits. As a regular employee of the Company, you will be eligible 

to participate in a number of Company-sponsored benefits. 

4. Restricted Stock. Subject to the approval of the Board, you will be given the 

opportunity to purchase _______________ (______) shares of the Company’s Common Stock 

(the “Shares”). The purchase price per share of the Shares will be the fair market value of the 

Company’s Common Stock, as determined by the Board on the date the Board approves such 

purchase. The Shares will be subject to the terms and conditions applicable to restricted stock 

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granted under the Company’s 2016 Equity Incentive Plan (the “Plan”) and will be subject to a 

lapsing right of repurchase by the Company on any unvested shares at the original purchase price 

of such shares as described in the Plan and the applicable Restricted Stock Purchase Agreement 

(the “Stock Purchase Agreement”). The Stock Purchase Agreement will provide that the 

repurchase right of the Company will lapse as to (i) 25% of the Shares upon the 12 month 

anniversary of your continuous service with the Company, and (ii) the balance of the Shares in 

equal monthly installments over the next 36 months of your continuous service. For all purposes 

applicable to the right of repurchase, your service will include service as an employee or 

consultant. 

5. Confidentiality; Proprietary Information and Inventions Agreement. Like 

all Company employees, you will be required, as a condition of your employment with the 

Company, to sign the Company’s standard Employee Invention Assignment and Confidentiality 

Agreement, a copy of which is attached hereto as Exhibit A. We wish to impress upon you that 

we do not want you to, and we hereby direct you not to, bring with you any confidential or 

proprietary material of any former employer or to violate any other obligations you may have to 

any former employer. You will disclose to the Company in writing any other gainful 

employment, business or activity that you are currently associated with or participate in that 

competes with the Company. 

6. 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 that may have been made to you are superseded by this 

letter agreement. 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, may change from time to time, the “at will” nature of your 

employment may only be changed in an express written agreement signed by you and a duly 

authorized officer of the Company (other than you). 

7. Tax Matters. 

(a) Withholding. All forms of compensation referred to in this letter 

agreement are subject to reduction to reflect applicable withholding and payroll taxes and other 

deductions required by law. 

(b) Tax Advice. You are encouraged to obtain your own tax advice regarding 

your compensation from the Company. You agree that the Company does not have a duty to 

design its compensation policies in a manner that minimizes your tax liabilities, and you will not 

make any claim against the Company or the Board related to tax liabilities arising from your 

compensation. 

8. Authorization to Work. Please note that because of employer regulations 

adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of 

starting your new position you will need to present documentation demonstrating that you have 

authorization to work in the United States. If you have questions about this requirement, which 

applies to U.S. citizens and non-U.S. citizens alike, please let us know. 

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9. Interpretation, Amendment and Enforcement. This letter agreement and 

Exhibit A supersede and replace any prior agreements, representations or understandings 

(whether written, oral, implied or otherwise) between you and the Company and constitute the 

complete agreement between you and the Company regarding the subject matter set forth herein. 

This letter agreement may not be amended or modified, except by an express written agreement 

signed by both you and a duly authorized officer of the Company. The terms of this letter 

agreement and the resolution of any disputes as to the meaning, effect, performance or validity of 

this letter agreement or arising out of, related to, or in any way connected with, this letter 

agreement, your employment with the Company or any other relationship between you and the 

Company (the “Disputes”) will be governed by California law, excluding laws relating to 

conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of 

the federal and state courts located in California in connection with any Dispute or any claim 

related to any Dispute. 

* * * * * 

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We hope that you will accept our offer to join the Company. You may indicate your 

agreement with these terms and accept this offer by signing and dating both the enclosed 

duplicate original of this letter agreement and the enclosed Employee Invention Assignment and 

Confidentiality Agreement and returning them to me. This offer, if not accepted, will expire at 

the close of business on [Date]. Your employment is also contingent upon your starting work 

with the Company on or before [Date]. 

If you have any questions, please call me at (510) 502-2238. 

Very truly yours, 

Rhian Morgan, 

OTTOMOTTO INC. 

 

I have read and accept this employment offer. 

 

[TYPE NAME OF OFFEREE UNDER LINE] 

Dated: 

Attachment 

Exhibit A: Employee Invention Assignment and Confidentiality Agreement 

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