EXHIBIT 1

Case 3:17-cv-00939-WHA Document 184-1 Filed 04/07/17 Page 1 of 5
DocuSign Envelope 10: 10A50355·3CBD-4630·AA07·8F161D3E9611 

OTTOMOTTO LLC 

July 2, 2016 

Sameer Kshirsagar 

Dear Sameer: 

Ottomotto LLC (the "CompIIIIY") is pleased to offer you employment on the following 

terms: 

1. Position. Your initial title will be Director of Supply Chain and Operations. 

This is a full-time position. You will initially be based 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 othenvisc 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 othenvise 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 in accordance with the terms of the 

applicable benefit plans and programs as in effect from time to time. 

4. Restricted Units. Subject to the approval bers of the 

Company, you will be given the opportunity to purchase ___ membership 

interests of the Company (the "Ullits"). The purchase price per Unit will be the fair market value 

of the Company's Units, as determined by the Managing Members on the date the Managing 

Members approve such purchase. The Units will be subject to the terms and conditions 

applicable to restricted units granted under the Company's Unit Incentive Plan (the "Phlll" ) and 

Case 3:17-cv-00939-WHA Document 184-1 Filed 04/07/17 Page 2 of 5
DocuSign Envelope 10: 10AS0355-3CB0-4630·AA07-8F16103E961 1 

will be subject to a lapsing right of repurchase by the Company on any unvested units at the 

original purchase price of such units as described in the Plan and the applicable Restricted Unit 

Purchase Agreement (the "Ullit Purcllase Agreemellt"). The Unit Purchase Agreement will 

provide that the repurchase right of the Company will lapse as to (i) 25% of the Units upon the 

12 month anniversary of your continuous service with the Company, and (ii) the balance of the 

Units in equal monthly installments over the next 36 months of your continuous service with the 

Company. 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, including in particular the tax consequences of your 

purchasing the Units and acquiring a membership interest in 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. 

Case 3:17-cv-00939-WHA Document 184-1 Filed 04/07/17 Page 3 of 5
OocuSign Envelope 10; 10A50355·3CBD-463D·AA07·8F161D3E9611 

9. No Assignment. This letter agreement and all of your rights and obligations 

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

Company may assign its rights under this letter 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. 

10. 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 oflaw. 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. 

11. One-Year Bonus Payment. If you remain continuously employed by the Company through 

August I, 2017 (the "Alllliversary Date"), promptly fo e Anniversary Date the 

Company will pay you a one-time bonus payment of_ through the Company's 

regularly scheduled payroll process and subject to applicable withholdings and deductions in 

accordance with Section 7 hereof. 

....... 

Case 3:17-cv-00939-WHA Document 184-1 Filed 04/07/17 Page 4 of 5
• o.;cuSign Envelope 10: 10AS0355-3CII().4630·AAD7·8F16103E9611 

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 July 8, 2016. Your employment is also contingent upon your starting 

work with the Company on or before August I, 2016. 

If you have any questions, please call me 

I have read and accept this employment offer. 

irOocUSlgn.d by: 

l $::~.:'I,~~~ Samccr Kshirsagar 

7/8/2016 Dated: ___________ _ 

Very truly yours, 

Rhian Morgan, 

OlTOMOlTO LLC 

Attnchmcnt 

Exhibit A: Employee Invention Assignment and Confidentiality Agreement 

Case 3:17-cv-00939-WHA Document 184-1 Filed 04/07/17 Page 5 of 5