Prepared by R.R. Donnelley Financial -- EX-10.21




 Exhibit 10.21 
  

 
 



 
 May 1, 2014 
 Edgar
Auslander 
 Dear Edgar, 
 I am pleased to offer you a
position with Audience, Inc. (the “Company”) as our Vice President of Product Management and Marketing, reporting to me. If you decide to join us, your base salary will be $265,000 per year which will be paid semi-monthly in accordance
with the Company’s normal payroll procedures. In addition, you will be eligible for a performance-based bonus target of $132,500 annually, prorated for the remainder of this calendar year. You will be subject to the terms and conditions of the
Company’s 2014 Executive Bonus Plan. After 2014, your bonus target percentage will be set by the Company’s Compensation Committee on an annual basis. 

Further, the Company will reimburse your eligible relocation expenses up to $10,000. Reimbursement for eligible expenses will not be taxable to you.
Additionally, you will be paid a taxable signing bonus of $55,000 payable to you on the first payroll as an employee. If your employment with the Company is terminated by you for any reason or by the Company for cause prior to the completion of one
year of service with Audience, your relocation reimbursement and signing bonus will be repayable by you to Audience in full. 
 The Company will provide you
with the opportunity to participate in the standard benefit plans currently available to other similarly situated employees, subject to any eligibility requirements imposed by such plans. You will be entitled to accrue up to 15 days of paid vacation
per calendar year, pro-rated for the remainder of this calendar year. Your rate of vacation accrual will increase at the rate of one vacation day per full year of employment. Vacation accrual is capped at 25 days. Vacation may not be taken before it
is accrued. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. 
 We will recommend to
our Board of Directors or one of its committees after commencement of your employment that you receive a grant of options to purchase 75,000 shares of Audience’s Common Stock and a restricted stock unit for 30,000 of shares, and your grants
will be subject to the approval of the Board or its committee. If a stock option, your grant will be priced in accordance with our equity incentive plan and our policies governing stock option grants. Both stock option and RSU grants will be subject
to the terms of our equity incentive plan and policies. 
 With regards to stock options, 25% of the shares subject to the option shall vest 12 months after
the date your vesting begins, the remaining shares shall vest monthly over the next 36 months in equal monthly amounts subject to your continuing employment with the Company. 

  
 



 









 



 
  
 With regards to your RSU, 25% of the shares subject
to the option shall vest 12 months after the date your vesting begins, the remaining shares shall vest over three years in equal 6 month tranches subject to your continuing employment with the Company. We anticipate that you will enter into an
irrevocable election relating to the RSU to permit the payment of required taxes upon vesting of the RSUs. 
 No right to any stock is earned or accrued
until such time that vesting occurs, nor does a grant confer any right to continue vesting or employment. 
 The Company is excited about your joining and
looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for
any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least
two weeks’ notice. 
 The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees.
Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. 
 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 three (3) business days of your date of
hire, or our employment relationship with you may be terminated. 
 As a result of the senior level nature of your role, you will be offered a Company
standard Indemnification Agreement and will be expected to comply with all reporting and regulatory requirements related to the Company’s status as a publicly traded company. You acknowledge that upon your appointment as Vice President of
Product Management and Marketing, you will become subject to Section 16 of the Securities Exchange Act of 1934, as amended. In addition, at the time you commence employment, you will be provided with severance and change of control benefits as
delineated in the Company’s Change of Control and Severance Agreement, subject to your signed acceptance of the terms of the Agreement. 
 We also ask
that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the
Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will
not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other
activities that conflict with your obligations to the Company. Similarly, 

  
 



 









 



 
  
 
you agree not to bring any third party confidential information to the Company, including that of any of your former employers, and that in performing your duties for the Company you will not in
any way utilize any such information. 
 As a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically, you
will be required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook. 

As a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and
Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim
relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all
rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and
(v) the Company shall pay all but the first $125 of the arbitration fees. Please note that we must receive your signed Agreement before your first day of employment. 

To accept the Company’s offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This
letter, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, any
representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written
agreement signed by an Executive of the Company and you. This offer of employment will terminate if it is not accepted, signed and returned by Friday, May 2, 2014. 

We look forward to your favorable reply and to working with you at Audience, Inc. 
  

	
	Sincerely,
	
	/s/ Peter Santos
	Peter Santos
	President and CEO


  
 



 









 



 
  
  

			
	Agreed to and accepted:
		
	Signature:	 	 /s/ EDGAR AUSLANDER



			
		
	Printed Name:	 	 EDGAR AUSLANDER



			
		
	Date Signed:	 	 May 2, 2014



			
		
	Anticipated Start Date:	 	 May 12, 2014


 Enclosures to be mailed: 

Duplicate Original Letter 
 At-Will Employment, Confidential
Information, Invention Assignment and Arbitration Agreement 
 Indemnification Agreement 

Change of Control and Severance Agreement