EX-10.1





 Exhibit 10.1 
  





 
 May 21, 2020    

Joo Mi Kim 
 [Address] 

Dear Joo Mi: 
 On behalf of Qualys (the “Company”), I
am pleased to offer you the position of Chief Financial Officer, reporting to Philippe Courtot, Chairman, CEO. Your location of work will be Foster City, California. The details of your offer are outlined below: 

 

			
	 Salary:
	  	$330,000* (Annual Salary)
		
		  	 *  To be paid semi-monthly. Less payroll deductions and all required
withholding.

		
	 Bonus:
	  	You will be eligible to participate in a bonus program earning up to 50% of your annual salary, depending on Qualys’ performance.
		
	 Sign-On
	  	 You will be eligible for a sign-on bonus of $20,000 gross (less payroll deductions and all
required withholdings), payable on the first pay period after your hire date.
  
 Should
you voluntarily terminate from Qualys, Inc. for any reason within one year of your hire date, you will be required to repay Qualys, Inc. the full amount of the hiring bonus.

		
	 Benefits:
	  	You will be eligible for the following standard Qualys benefits as of the first of the month following date of hire, pursuant to the terms and conditions of the applicable benefit plan and Company policies: Medical, Dental and
Vision. In addition, you are eligible to participate in our life insurance, accidental death, vacation, sick time and 401(k) plans. Qualys may modify compensation and benefits from time to time as it deems necessary.
		
	 RSUs:
	  	We will recommend to the Board of Directors (or its Compensation Committee) that you be granted restricted stock units (the “RSUs”) covering shares of Qualys Common Stock. The number of RSUs that management will
recommend will be determined by dividing $4,000,000 by the average of the closing trading prices of Qualys Common Stock for the 30 days ending one week before the applicable grant date of your RSUs, rounding up to the nearest whole share. The RSUs
will be subject to Qualys’ 2012 Equity Incentive Plan and an RSU agreement thereunder. Your RSUs will vest over approximately 4 years with 1/16 of the RSUs vesting quarterly each three months after the 1st day of the month following your start
date as an employee under this


  
 Qualys, Inc.    

 919 East Hillsdale Boulevard, 4th Floor, Foster City, CA 94404     

T 650 801 6100 F 650 801 6101 www.qualys.com     














			
		  	agreement (the “First Vesting Date”). All vesting is subject to your continued service to Qualys through each vesting date. However, 100% of the then unvested shares subject to the RSUs shall accelerate and vest if:
(i) Qualys incurs a “change in control” (as defined in the 2012 Equity Incentive Plan); and (ii) your employment is terminated by Qualys other than for “cause” (as will be defined in your RSU agreement), death or
disability or you resign for “good reason” (as will be defined in your RSU agreement), in each case, during the period on, and 12 months following, a change in control.
		
	 Severance:
	  	Should Qualys terminate your employment without cause, you will be entitled to severance equal to four (4) months of your base salary, provided you sign Qualys’ Severance agreement and the Qualys General Release of
Claims.

 As a Qualys employee, you will be expected to abide by Qualys rules and regulations, and sign and comply with the attached
Proprietary Information and Inventions Agreement, which prohibits unauthorized use or disclosure of Qualys’ proprietary information. 
 Your employment
relationship with Qualys is at-will. You may terminate your employment with Qualys at any time and for any reason whatsoever simply by notifying Qualys. Likewise, Qualys may terminate your employment at any
time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in a writing signed by a Qualys officer. 

This letter, together with your Employee Proprietary Information and Inventions Agreement and the RSU agreement between you and Qualys (relating to your grant
described above), forms the complete and exclusive statement of your employment agreement with Qualys. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. 

Your employment is contingent upon providing evidence of your legal right to work in the United States as required by the US Citizenship and Immigration
Services. 
 We look forward to your acceptance of employment with Qualys under the terms described above. To accept this offer, please sign and date this
letter. Please keep a copy of these documents for your records. This offer will expire on May 21, 2020 and is contingent upon successful reference checks and a satisfactory background check. 

Joo Mi, we are excited about you joining our team. If you have any questions, please feel free to call me at (650)
801-6151. 
  

	
	Sincerely,
	
	 /s/ Rima Touma Bruno

	Rima Touma Bruno
	Chief Human Resources Officer


  
 Qualys, Inc.    

 919 East Hillsdale Boulevard, 4th Floor, Foster City, CA 94404     

T 650 801 6100 F 650 801 6101 www.qualys.com     














					
	Offer Accepted By:	 	Date Accepted:	 	Start Date:
			
	 /s/ Joo Mi Kim
	 	2020-05-21	 	June 29, 2020
	Joo Mi Kim	 		 	


  
 Qualys, Inc.    

 919 East Hillsdale Boulevard, 4th Floor, Foster City, CA 94404     

T 650 801 6100 F 650 801 6101 www.qualys.com