consultingagreementmicha






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                                                   May 15, 2019             Dear Michael,                   You and Sonos, Inc. (“Sonos”) have agreed that your employment will terminate effective as                                       ​     ​           of 12:00 a.m. as of October 1, 2019 (the “Termination Date”) and you will continue to serve as an                                                  ​                ​           advisor to Sonos for 18 months  following your Termination Date. The  purpose of this letter            agreement (“Agreement”) is to confirm the compensation you will be entitled to receive from Sonos                        ​         ​           prior to your Termination Date and as an advisor.                                    1.     Employment    until Termination Date.  For the period commencing  on the date                                                             ​           hereof and until the Termination Date (the “Interim Period”), you will continue to be an employee of                                                   ​             ​           Sonos, subject to all the terms and conditions applicable to your employment as in effect prior to the            Interim Period. During the Interim Period, you will also continue to participate in Sonos’ employee            benefits programs, subject to the terms and conditions applicable to each such benefit program. In            addition, during the Interim Period, your stock awards covering shares of Sonos’ common stock            (“Stock Awards”) will continue to vest pursuant to their normal vesting schedules.             ​             ​                             2.     Accrued Benefits.  Notwithstanding the foregoing, you have agreed to go on leave                                            ​           from the period beginning on July 1, 2019 and ending on September 30, 2019, during which time            you will exhaust any and all paid time off, which you have accrued.                                    3.     Fiscal 2019 Annual  Bonus.  You  acknowledge  and agree that you are no longer                                                   ​           eligible to participate in, and receive, a bonus under, Sonos’s Executive Incentive Plan for fiscal            2019.                                    4.     Consulting Period.  Provided that you sign, date, and return this Agreement, and do            not subsequently revoke it, Sonos will retain you as a consultant to Sonos from the Termination            Date through the date that is 18 months after the Termination Date (the actual period of time you            are retained as a consultant, the “Consulting Period”), unless Sonos elects to terminate this                                             ​                  ​           consulting period prior to the end of the 18 month period for cause1 by providing written notice to            you specifying the grounds for Cause in reasonable detail. During the Consulting Period, subject to            your reasonable  availability and in consideration to your other professional obligations, as            applicable, you will make yourself available to provide consulting services (the “Services”) within                                                                                      ​        ​           your areas of expertise as requested by Sonos  including but not limited to the preparation of             1 “Cause” shall mean your (A) willful breach of your obligations under this Agreement; (B) gross negligence in             ​ ​           the performance or intentional non-performance of your material duties to Sonos or any of its subsidiaries; (C)            commission of a felony or a crime of moral turpitude; (D) commission of a material act of deceit, fraud, perjury            or embezzlement that involves or directly or indirectly causes harm to Sonos or any of its subsidiaries; or (E)            engaging in grossly inappropriate conduct during the Consulting Period.               





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                         Sonos’s Form  10-K and  other periodic reports. Subject to your reasonable availability and in            consideration to your other professional obligations, as applicable, you agree to make yourself            available to provide Services throughout the Consulting Period for up to, but not exceeding, ten (10)            hours per month. During the Consulting Period, your Stock Awards will continue to vest pursuant to            their normal vesting schedules. You acknowledge and agree that after your Termination Date and            during the Consulting Period, your relationship with Sonos will be that of an independent contractor            and not that of an employee. You also acknowledge and agree that any incentive stock options that            you hold will cease to be incentive stock options and will become non-statutory stock options on the            three-month anniversary of your Termination Date.                                     During  the  Consulting  Period  and  thereon,  Sonos  will  continue  to  provide  health,  dental  and            vision coverage for you on the Sonos US medical plan until you turn 65. You will pay the same premium            that  active  employees on the plan pay. However, the rates and plans are subject to change every year.            Benefit payments will be made to a third party administrator (currently Discovery Benefits but subject to            change in the future). If, however, you obtain employment that provides medical and/or dental insurance            or  otherwise  become  covered  under  an  alternative medical and/or dental plan before you turn 65, you            must  notify  Sonos  and  Sonos’  obligation  to  provide  your  Health  Insurance  Contributions  shall  cease.            When you turn 65, you will come off the Sonos plan and become eligible for Medicare. Please note that            Sonos  reserves the right to amend and/or terminate such plan from time to time, in its sole            discretion.                                     The  benefits that you will receive as an advisor are contingent upon you executing and            delivering to Sonos, a release of claims in the form attached to this Agreement as Exhibit A (the                                                                                         ​           “Release”) on the Termination Date and you not revoking the Release. You acknowledge that you             ​      ​           have more  than 21 days to consider signing the Release and that you have 7 days to revoke the            Release upon signing it.                                    5.     Restrictive Covenants During the Consulting Period.                                    (a)    Non-solicitation of Employees. During the Consulting Period, you will not solicit for                                                     ​           employment or hire, in any business enterprise or activity, any employee of Sonos or any subsidiary            of Sonos; provided however, that the foregoing will not be violated by any general advertising not            targeted at any Company or subsidiary employees or by you serving as a reference upon request.                                    (b)    Non-solicitation of Clients and Vendors. During the Consulting Period, you will not                                                             ​           solicit, in any business enterprise or activity, any client, customer, licensee, licensor, third-party            service provider or vendor (a “Business Relation”) of Sonos or any subsidiary of Sonos to (i) cease                                       ​                 ​           being a Business Relation of Sonos or any subsidiary or (ii) become a Business Relation of any            business that competes with any business in which Sonos or any subsidiary is engaged.                                    (c)    Non-Disparagement. During the Consulting Period, neither you nor Sonos will make                                           ​           any statements, written or oral, to any third party which disparage, criticize, discredit or otherwise            operate to the detriment of you or Sonos, its present or former officers, shareholders, directors and            employees  and  their respective business reputation and/or goodwill; provided, however, that            nothing in this Section 5 will prohibit either you or Sonos from (i) making any truthful statements or            disclosures required by applicable law regulation or (ii) taking any action to enforce its rights under            this Agreement or any other agreement in effect between you or Sonos.               





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                                 (d)    Sonos Confidential Information. You agree at all times during your employment and                                                     ​           thereafter, to hold in strictest confidence, and not to use (except for the benefit of Sonos), and not to            disclose to any person, firm or corporation without written authorization of the Board of Directors of            Sonos, any Confidential Information of Sonos, except under a non- disclosure agreement with a            third party duly authorized and executed by Sonos. you understand that “Confidential Information”            will mean any and all confidential and/or proprietary knowledge, data or information of Sonos, its            affiliates, parents and subsidiaries, whether having existed, now existing, or to be developed during            your employment. By  way  of illustration but not limitation, “Confidential Information” includes: (a)            trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data,            programs,  other works  of authorship, know-how,  improvements, discoveries, developments,            designs and techniques and any  other proprietary technology and all patents, copyrights and/or            other proprietary rights therein; (b) information regarding research, development, new products,            marketing and selling, business plans, budgets and unpublished financial statements, licenses,            prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures,            methods of obtaining business, forecasts, future plans and potential strategies, financial projections            and  business strategies, operational plans, financing and capital-raising plans, activities and            agreements, internal services and operational manuals, methods of conducting Sonos business,            suppliers and supplier information, and purchasing; (c) information regarding customers and            potential customers of Sonos, including customer lists, names, representatives, their needs or            desires with respect to the types of products or services offered by Sonos, proposals, bids,            contracts and their contents and parties, the type and quantity of products and services provided or            sought to be  provided to customers and  potential customers of Sonos and  other non-public            information relating to customers and potential customers; (d) information regarding any of Sonos’            business partners and their services, including names; representatives, proposals, bids, contracts            and their contents and parties, the type and quantity of products and services received by Sonos,            and other non-public information relating to business partners; (e) information regarding personnel,            contractors, employee lists, compensation, and employee and contractor skills; and (f) any other            non-public information which a competitor of Sonos could use to the competitive disadvantage of            Sonos. “Confidential Information” will not include information that: (1) is or becomes a matter of            public knowledge through no fault of yours or without violation of any duty of confidentiality by you;            or (2) is rightfully received by you from a third party without a duty of confidentiality. Further, nothing            in this Agreement will prohibit you from discussing the terms and conditions of my employment with            others to the extent expressly permitted by Section 5 of the National Labor Relations Act.                                    You  acknowledge  that the restrictions contained in this Section 5 are a reasonable and            necessary protection of the immediate interests of Sonos, and any violation of these restrictions            could cause substantial injury to Sonos. In the event of a breach or threatened breach by you of any            of these restrictions, the procedures set forth in the At-Will Employment, Confidential Information,            Invention Assignment and Arbitration Agreement will be followed.                                    6.     At Will Status. Your employment remains at-will during the Interim Period, meaning                    ​                  ​           that you and Sonos may terminate the employment relationship at any time, with or without cause,            and with or without notice.                                  





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                               7.     Prior  Agreements;    Amendment.       This  agreement  contains  all of  the                                                           ​           understandings and  representations between you  and  Sonos, and  supersedes  all prior and            contemporaneous understandings, discussions, agreements, representations, and warranties, both            written and oral; provided, however, that this Agreement will not supersede your Offer Letter dated            December  27, 2011 and your At-Will Employment, Confidential Information, Invention Assignment            and Arbitration Agreement dated January 4, 2012 (collectively, the “Prior Agreements”) and you                                                                           ​                ​           will remain subject to the terms and conditions of the Prior Agreements. This Agreement may not            be amended or modified unless in writing signed by both Sonos and you.                                    8.     Governing  Law.   This Agreement and all related documents including all exhibits                                        ​           attached hereto, and all matters arising out of or relating to this agreement, whether sounding in            contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of            Massachusetts, without giving effect to the conflict of laws provisions thereof to the extent such            principles or rules would require or permit the application of the laws of any jurisdiction other than            those of Massachusetts.                                              [Signature Page Follows]                              





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                               We appreciate your hard work and continued efforts on behalf of Sonos. Please contact me            if you have any questions about this Agreement.                          SONOS, INC.                               MICHAEL GIANNETTO             By:                                       By:               Printed Name: Patrick Spence              Printed Name:  Michael Giannetto                Title: Chief Executive Officer            Date:   2019-05-15                                        Date:  2019-05-16                                                                              





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                                                                                EXHIBIT A                                                                                                                                                         RELEASE AGREEMENT                                                            





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                                          RELEASE AGREEMENT                              This Release Agreement (this “Release”) is entered into by you and Sonos, Inc., a Delaware                                               ​      ​           corporation (“Sonos”), effective as of September 30, 2019 (the “Effective Date”).                        ​     ​                                       ​            ​                              In consideration of the promises set forth in the letter agreement between Sonos and you,            dated May 15, 2019 (the “Agreement”), you and Sonos agree as follows:                                   ​          ​                             1.     General  Release.  In consideration of the payments and benefits provided to you                                         ​  ​           under the Agreement, you, for yourself and on behalf of your representatives, agents, estate, heirs,            successors and assigns (“You”), hereby release and waive your right to assert any form of legal                                    ​   ​           claim against the Released Parties (defined in Section 6 below) whatsoever for any alleged action,            inaction or circumstance, whether existing or contingent, known or unknown,  suspected  or            unsuspected, existing or arising from the beginning of time through the date you sign this Release.                                      What  this general release covers:  Your waiver and release herein is intended to bar any                                                 ​           form of legal claim, cause of action, lawsuit, charge, complaint or any other form of action against            the Released Parties seeking any form of relief including, without limitation, equitable relief (whether            declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary            recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages,            emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the            Released Parties, for any alleged action, inaction or circumstance existing or arising through the            date you sign this Release (collectively referred to as “Claims”).                                                             ​     ​                 Without  limiting the foregoing general waiver and release, You specifically waive and            release the Released  Parties from any  Claims arising from or related to your employment            relationship with the Company or the termination thereof, including, without limitation:                    ●   Claims under any California, Massachusetts (or any other state), federal, and/or local                      statute, regulation or executive order  (as amended through the Effective Date) relating                      to employment, retaliation, discrimination (including discrimination on the basis of race,                      color, religion, creed, sex, sex harassment, sexual orientation, age, gender identity,                      marital status, familial status, pregnancy, national origin, ancestry, alienage, handicap,                      disability, present or past history of mental disorders or physical disability, veteran’s                      status, candidacy for or activity in a general assembly or other public office, or                      constitutionally protected acts of speech), fair employment practices, or other terms and                      conditions of employment,  including but not limited to the Age Discrimination in                      Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the                                                                            ​                    ​                     Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964 and the Civil                      Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et                                        ​                        ​                  ​                     seq.), the Americans With Disabilities Act (42 U.S.C. § 12101 et seq.), the Immigration                          ​                                   ​                       ​                     Reform and  Control Act (8 U.S.C. § 1101 et seq.), the California Fair Employment and                                             ​                     ​                     Housing  Act (Cal. Gov.  Code  §  129400-951,  et seq.), the Massachusetts  Fair                                    ​                                        ​                     Employment Practices Statute (including the Pregnant Workers Fairness Act) (M.G.L. c.                                                                                              ​                     151B  § 1  et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93 §102), the                                       ​                                       ​                 ​                     Massachusetts Civil Rights Act (M.G.L. c. 12 §§ 11H & 11I), the Massachusetts Privacy                                                   ​                        ​              





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                   Statute (M.G.L. c. 214 § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c.                              ​                ​                                             ​                     214 § 1C), the Massachusetts  law against retaliation (M.G.L. c. 19C, §11), and any                               ​                                          ​                 ​                     similar California, Massachusetts or other state, federal or local statute or law.                           ●  Claims under any California, Massachusetts (or any other state), federal and/or local statute,                  regulation or executive order (as amended through the Effective Date) relating to leaves of                  absence,  layoffs or reductions-in-force, wages, hours, or other terms and conditions of                  employment,  including but not limited to the National Labor Relations Act (29 U.S.C. § 151                                                                                       ​                 et seq.), the Family and Medical Leave  Act (29 U.S.C. § 2601 et seq.), the Employee                         ​                                    ​                        ​                 Retirement Income  Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. §                                                         ​                      ​          ​                 1161  et seq.), the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the Occupational                               ​                              ​                     ​                 Safety and  Health Act (29 U.S.C. § 651 et seq.), the Worker Adjustment and Retraining                                         ​                      ​                 Notification Act (29 U.S.C. § 2101 et seq.), the California Family Rights Act (Cal. Gov. Code                                  ​               ​     ​                               ​                 §§  12945.1- 12945.2), the California Pregnancy Disability Leave Act (Cal. Gov. Code §                             ​        ​                                              ​                 12945), the California School Activities Act (Cal. Labor Code § 230.8), the Cal-WARN Act                        ​                                   ​                      ​                 (Cal. Labor Code  §§  1400-1408), the California laws relating to the time, manner, and                   ​                             ​                 payment  of wages (Cal. Lab. §§200 et seq.) (including the California Wage Payment Law                                     ​                     ​                 (Cal. Labor Code §§ 200-240), the California Overtime Law (Cal. Labor Code §§ 500-552),                                                                          ​                          ​                 the California Minimum Wage   Law (Cal. Labor Code  § 1182.12), the California Healthy                                                     ​                         ​                 Workplaces,  Healthy Families Act of 2014 (Cal. Labor Code § 245.5, 246, and 247.5), the                                                           ​                                      ​                 Massachusetts  Small Necessities Leave  Act (M.G.L. c. 149, §52D), the Massachusetts                                                              ​                    ​                 Parental Leave law (M.G.L. c. 149, §105D), the Massachusetts Sick Leave Law (M.G.L. c.                                      ​                   ​                                  ​                 149  §  148C),  the Massachusetts  Wage   Act  (M.G.L. c. 149  §  148  et. seq.), the                       ​       ​                                 ​                               ​                 Massachusetts  Minimum  Fair Wages  Act (M.G.L. c. 151 § 1 et. seq.), the Massachusetts                                                          ​                        ​                 Equal  Pay Act (M.G.L. c. 149 § 105A), and any similar California, Massachusetts or other                                 ​                    ​                 state, federal or local law.  Please note that this section specifically includes a waiver                                            ​                 and  release of Claims  that you have  or may have  regarding payments  or amounts                  covered   by the  California Wage  Payment   Laws,  California Minimum    Wage  and                  Overtime Laws, Massachusetts Wage Act or Massachusetts Minimum Fair Wages Act                  (including,  for  instance,  hourly  wages,   salary,  overtime,  minimum    wages,                  commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or                  severance pay), as well as Claims for retaliation under these Acts.                              ●   Claims under any California, Massachusetts (or any other state) or federal common law                      theory, including, without limitation, wrongful discharge, breach of express or implied                      contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and                      fair dealing, violation of public policy, defamation, interference with contractual relations,                      intentional or negligent  infliction of emotional distress, invasion of  privacy,                      misrepresentation, deceit, fraud, negligence, or any claim to attorneys’ fees under any                      applicable statute or common law theory of recovery.                               ●   Claims under any California, Massachusetts (or any other state), federal or local statute,                      regulation or executive order (as amended  through the Effective Date) relating to                      whistleblower protections, violation of public policy, or any other form of retaliation or                      wrongful termination, including but not limited to the Sarbanes-Oxley Act of 2002 and                      any similar California, Massachusetts or other state or federal statute.               





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                           ●   Claims  under   any  Company    compensation,   benefit, stock  option, incentive                      compensation, bonus, restricted stock, and/or equity plan, program, policy, practice or                      agreement.                              ●   Any other Claim arising under other state, federal, municipal or local law.                              2.     Waiver  of Claims Under  Section  1542.  You acknowledge  that there may exist                                                               ​           claims or facts in addition to or different from those which are now known or believed by you to exist            and represent that, by means of the release in Section 1, it is nonetheless your intention to fully            settle and release all such claims, whether known or unknown.  You acknowledge that your intent in            executing this Release is that this Release shall be effective as a bar to each and every claim            covered by Section 1. In furtherance of this intention, You hereby expressly waive any and all rights            and benefits conferred upon you (if any) by the provisions of Section 1542 of the California Civil            Code and expressly consent that this Release shall be given full force and effect according to each            and all of its express terms and provisions, including those related to unknown and/or unsuspected            claims, if any, as well as those relating to any other claims described in Section 1.  Section 1542 of            the California Civil Code reads as follows:                        “A GENERAL   RELEASE  DOES  NOT  EXTEND   TO CLAIMS  WHICH  THE  CREDITOR  OR  RELEASING             ​           PARTY  DOES   NOT  KNOW   OR  SUSPECT   TO EXIST  IN HIS OR  HER  FAVOR  AT  THE  TIME OF            EXECUTING   THE RELEASE   AND  THAT, IF KNOWN   BY HIM OR  HER, WOULD   HAVE  MATERIALLY            AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”                                                                   ​          ​                             3.     Interpretation.  The  general release-of-claims shall be  given the  broadest                                      ​           interpretation permitted by law.  The listing of specific claims therein shall not be interpreted to            exclude any other claims not specifically listed therein.                    4.     Exceptions.   The foregoing general release-of-claims will not waive or limit your                                    ​ ​           right, where applicable:                              ●   To file a complaint or to participate in, cooperate and/or communicate with, or provide                      information in connection with, an investigative proceeding of any federal, state or local                      governmental  agency,  including but not limited to the U.S.  Equal Employment                      Opportunity Commission (“EEOC”), the California Department of Fair Employment and                                               ​    ​                     Housing, the Massachusetts Commission  Against Discrimination, or the Securities and                      Exchange Commission (collectively, the “Agencies”) without notice to Sonos.  However,                                                           ​         ​                     please understand that, because you are waiving and releasing the right to “recovery of                      any damages or any other form of monetary recovery whatsoever” (per Section 1), you                      may  only seek and receive non-monetary forms of relief from the Agencies. However,                      nothing in this Release prohibits you from receiving monetary rewards  under the                      whistleblower provisions of federal law or regulation;                                    ●   To pursue a claim for unemployment or workers’ compensation benefits;                                            ●   To enforce this Release;               





 






DocuSign Envelope ID: 098E15DD-9850-4E16-83EE-057CF99C83EC                                                 ●   To pursue claims of age discrimination under the Age Discrimination in Employment Act                      of 1967, as amended  (the “ADEA”), based on acts or omissions which occur after the                                                ​    ​                     date you sign this Release; and/or                                    ●   To challenge the  validity or enforceability of any waiver of ADEA rights or claims                      pursuant to this Release.                              5      No  Amounts  Owing/Accord   and Satisfaction.  You acknowledge and agree that,                                                                     ​           except for the specific consideration in the Release for consulting services, you have been paid and            provided all wages, commissions, incentive pay, bonuses, vacation pay, sick pay, paid time off,            holiday pay, stock and stock options, equity, severance pay, expenses, and any other form of            compensation that may be due to you now or in the future in connection with your employment with            or separation of employment from Sonos.                              6      Definition of Released Parties. “Released Parties” means: (a) Sonos, Inc.; (b) all of                                                      ​ ​           Sonos’ past, present, and future subsidiaries, parents, affiliates and divisions; (c) all of Sonos’            successors and/or assigns, as well as legal representatives; (d) all of Sonos’ past, present, and            future officers, directors, managers, employees, shareholders, owners, attorneys, agents, insurers,            employee benefit plans (including such plans’ administrators, trustees, fiduciaries, record-keepers,            and insurers), and legal representatives (all both individually, in their capacity acting on Sonos’            behalf, and in their official capacities); and (e) all persons acting by, through, under, or in concert            with any of the entities or persons listed in subsections (a)-(d).                        I UNDERSTAND AND VOLUNTARILY ACCEPT AND AGREE TO THE TERMS OF THIS            RELEASE                        MICHAEL GIANNETTO                          _______________________________             September 30, 2019