Offer Letter Employment Agreement



 Exhibit 10.10 
 



 
 November 1, 2010 
 Mike Dillon 
 [ADDRESS] 
 Via Email: 
 Dear Mike: 
 On behalf of Silver Spring Networks, Inc. (the “Company”), I am pleased to offer you the position of General Counsel, located in Redwood City, California. 

The terms of your new position with the Company are as set forth below: 
  

	1.	Position. Your title will be General Counsel and as such will report to Scott Lang, the Company’s Chairman, President and CEO. You will begin this
new position with the Company on November 8, 2010 (your “Start Date”). 

  

	2.	Proof of Right to Work. 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. 


 

	3.	Compensation.  

  

	 	a)	Base Salary. You will be paid a salary of $300,000 per year (your “Base Salary”). Your salary will be payable pursuant to the Company’s regular
payroll policy (subject to applicable withholding taxes). 

  

	 	b)	Bonus. You will be entitled to participate in Silver Spring Networks’ 2011 Bonus Plan. Your bonus target is 50% of base salary for the
applicable bonus period and subject to the terms and conditions of the applicable bonus plan. The Company’s Human Resources Department will inform you of the details of the plan. The Company reserves the right to vary or terminate
(with or without replacement by a further scheme) any bonus scheme in place at any time. 

  

	 	c)	Annual Review. Following your first year of employment, your base salary will be reviewed at the end of each calendar year as part of the Company’s normal
salary review process. 

  

	4.	 Stock Options. In connection with the commencement of your employment, the Company will recommend to its Board of Directors that it grant
you an option (the “Option”) to purchase 400,000 (four hundred thousand) shares of Common Stock (the “Shares”) with an exercise price equal to the fair market value of the Common Stock on the date of grant. This Option will vest
and become exercisable, subject to your continued employment with the Company on such dates, as to 25% of the Shares on the first anniversary of your employment with the Company and as to
1/48th of the Shares each month thereafter. Your Option
will be granted pursuant to the Company’s Stock Option Plan and you will be asked to execute the Company’s standard form of Stock Option Agreement. 



 

			
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 555 Broadway Street, Redwood City, CA 94063 








 



 
  


	5.	Benefits. 

  

	 	a)	Employee Benefits. The Company will make best efforts to permit you and your eligible family members to participate in any medical insurance plans, 401(k) plans,
deferred compensation plans, life insurance plans, vacation, retirement or other employee benefit plans or fringe benefit plans or perquisites which are generally available to all employees of the Company and which may become effective from time to
time during your employment with the Company. 

  

	 	b)	 Vacation. You will be entitled to two and one-half
(2 1/2) weeks paid vacation per year, pro-rated for
the remainder of this calendar year. Vacation accrues according to the following schedule: 4.16 hours per pay period. 


  

	6.	Termination of Employment and Severance Benefits. We are pleased to provide you with certain benefits in the event of your termination without
“cause” or “constructive termination” from the Company as specifically set forth in Attachment A. 

  

	7.	Confidential Information and Invention Assignment Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent
upon your execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality
Agreement”) per Attachment B, prior to or on your Start Date. 

  

	8.	At-Will Employment. You understand that your employment with the Company is not for any specified term and will at all times be on an “at will”
basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability (except as set forth in Attachment A). 


 

	9.	No Conflicts. You represent to the Company that your performance of all the terms of this agreement will not breach any other agreement to which you are a
party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this agreement. In addition, as we have advised you, you are not to
bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of
confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third
parties. 


  

			
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 555 Broadway Street,
Redwood City, CA 94063 








 We are all delighted to be able to extend you this offer and look forward to working with you. To indicate
your acceptance of the Company’s offer, please sign and date this letter in the space provided below no later than November 4, 2010. Additionally, as part of your acceptance of the Company’s offer, please return a signed and dated
copy of Attachment A (Termination of Employment and Severance Benefits) and Attachment B (the enclosed Confidentiality Agreement). This offer letter, together with Attachments A and B, set forth the terms of your employment with the Company and
supersede any prior representations or agreements, whether written or oral. Neither this letter nor Attachments A and B may be modified or amended except by a written agreement, signed by the Company’s Chief Executive Officer and by you.

 Very truly yours, 

	
	
	/s/ Scott Lang

 Silver Spring Networks, Inc 
 Scott Lang 
 Chairman, President and CEO 
 ACCEPTED AND AGREED: 
 MIKE DILLON 

 

	
	 /s/ Mike Dillon

	Signature
	
	November 4, 2010
	Date

 Attachments: 
  

	 	1.	Attachment A — Termination of Employment and Severance Benefits 


 

	 	2.	Attachment B — Employee Confidential Information and Invention Assignment Agreement 


 

			
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 555 Broadway Street, Redwood City, CA 94063 







 ATTACHMENT A 

Definitions, Terms and Conditions 
 1. Termination of Employment. 
 a. At-Will
Employment. Your employment with the Company is at-will, meaning either you or the Company can terminate your employment at any time, with or without cause, and with or without notice. Neither you nor the Company can change the “at
will” nature of your employment, unless the CEO of the Company and you sign a written contract that explicitly changes your status as an “at will” employee. 
 b. Payment & Benefits Upon Termination. Your entitlement to payment and benefits upon termination is as follows: 

(i) Termination Without “Cause” or “Constructive Termination”. If your employment is terminated
involuntarily without Cause (as defined in Section 3(a), below) or in the event of your “Constructive Termination” (as defined in Section 3(c) below): 
 (A) you will receive payment for any earned and unpaid salary, bonus and commissions, and unpaid vacation accrued as of the date of your termination of employment; and, 

(B) in the event you execute and do not revoke a separation agreement, including a release of claims (“Release”), to be drafted
by the Company based upon its standard forms, you will be offered the Separation Compensation (as defined in Section 2, below). You will not be entitled to or offered any form of additional severance payor benefits other than the Separation
Compensation (e.g., you will not be entitled to payor benefits under any employee severance plan that is generally applicable to employees). 
 (ii) Voluntary Termination. If you voluntarily terminate your employment, or give notice that you will voluntarily terminate your employment at a future date (and whether or not the
Company accelerates the effective date of your resignation date that you provide to an earlier termination date), you will receive payment(s) for all earned and unpaid salary, bonus and commissions, and unpaid vacation accrued as of the date of
termination. You will not be entitled to the Separation Compensation, or any other form of severance payor benefits. 

(iii) Termination for Cause. If your employment is terminated for Cause, you will receive payment(s) for all earned
and unpaid salary, bonus and commissions, and unpaid vacation accrued as of the date of your termination of employment. You will not be entitled to the Separation Compensation, or any other form of severance payor benefits. 

2. Separation Compensation. If you are entitled to Separation Compensation under Section 1 above, your “Separation
Compensation” will include each of the following: 
 a. Salary Continuance. You will be offered pay
equal to twelve (12) months of your regular base salary and a pro-rated bonus (if any), subject to applicable payroll deductions and with holdings (“Salary Continuance”); provided, however, that should your Termination without Cause
or your Constructive Termination occur within the period beginning two months prior to and ending twelve months following a Change of Control, you may be required by the successor entity (at its sole discretion) to continue your employment for up to
three (3) months from the date of a Change of Control in order to be eligible to receive the Salary Continuance. The first salary continuance payment equal to three (3) months of your regular base salary shall be made on the thirtieth
(30th) day following your termination of employment (unless a longer period is required by law to make the Release effective, in which case the first salary continuance payment shall be made on the sixtieth (60th) day following your
termination of employment) provided the Release is effective at such time, and the remainder shall be paid in 







 
monthly installments beginning on the 1st day of the fourth month following your termination of employment, and on the 1st day of each month thereafter, until the total payment obligation is
fulfilled. 
 b. Acceleration of Vesting. The vesting applicable to the any equity grants made by the
Company to you shall accelerate (or the Company’s repurchase right with respect to such shares underlying such equity grants shall lapse) as to either: 
 (i) that number of shares underlying such equity grant or grants that would have vested on the first anniversary of the date your employment terminates, such acceleration effective immediately
prior to such termination; or 
 (ii) in the event that your termination without Cause or Constructive Termination occurs
within two (2) months prior to or twelve (12) months following a Change of Control, and provided that you (if requested by the successor entity in its sole discretion) have continued your employment for the three-month period (or such
shorter period as may be requested by the successor entity) beginning on the date of a Change of Control, one hundred percent (100%) of the unvested shares underlying such equity grant or grants at the time of termination, such acceleration
effective immediately prior to such termination. 
 c. Other Benefits. The Company will reimburse you for
your expenses in continuing medical insurance benefits for you and your family (meaning medical, dental, optical, and mental health, but not life, insurance) under the Company’s benefit plans (or otherwise in obtaining coverage substantially
comparable to the coverage provided to you prior to the termination) over the period beginning on the date your employment terminates and ending on the earlier of (a) twelve (12) months following such date, or (b) the date you
commence employment with another entity; provided, however, that should your termination without Cause or your Constructive Termination occur within the period beginning two months prior to and ending twelve months following a Change of Control, you
may be required by the successor entity (at its sole discretion) to continue your employment for up to three (3) months from the date of a Change of Control in order to be eligible to receive such other benefits. 

3. Definitions. 
 a. Cause. For the purposes of this letter agreement, “Cause” for termination of your employment will exist if you are terminated for any of the following reasons:
(i) your material failure to perform your duties and responsibilities to the Company, including but not limited to a failure to cooperate with the Company in any investigation or formal proceeding; (ii) your commission of any act of fraud,
embezzlement, dishonesty or any other intentional misconduct that results in material injury to the Company; (iii) the unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to
whom you owe an obligation of nondisclosure as a result of your relationship with the Company; (iv) you are convicted of, or enter a no contest plea to, a felony; or (v) your willful, wrongful and uncured breach of any of your obligations
under any Company policy, written agreement or covenant with the Company (including this letter agreement). The determination as to whether you are being terminated for Cause shall be made in good faith by the Board. The foregoing definition does
not in any way limit the Company’s ability to terminate your employment at any time as provided in Section 1 above. 

b. Change of Control. For purposes of this letter agreement, “Change of Control” of the Company is defined
as: (i) the date any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes, subsequent to the date hereof, the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities, other than pursuant to a sale by the Company of its
securities in a transaction or series of related transactions the primary purpose of which is to raise capital for the Company; (ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has
been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation; (iii) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets; or (iv) the date of a change 

  
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in the composition of the Company’s Board of Directors such that a majority of the members of the Board immediately following such change in composition are no longer “Incumbent
Directors.” For purposes of the foregoing clause (iv), “Incumbent Directors” means (a) members of the Company’s Board of Directors as of the date of this letter agreement, or (b) members of the Company’s Board of
Directors elected or appointed to the Board following the date of this letter agreement other than in connection with an actual or threatened proxy contest. 
 c. Constructive Termination. For the purposes of this letter agreement, “Constructive Termination” means the termination of your employment by you following: (A) a
material reduction in your job duties and responsibilities, or a material change to your title; (B) without your prior written approval, the Company requires you to relocate to a facility or location more than thirty-five (35) miles from
the location from the primary location at which you were working for the Company immediately before the required change of location; (C) except as otherwise agreed by you, any reduction of your base salary in effect immediately prior to such
reduction (other than as part of an across-the-board, proportional reduction); or (D) following a Change of Control, the failure of a successor entity to assume this letter agreement. Notwithstanding anything else contained herein, in the event
of the occurrence of a condition listed above you must provide notice to the Company within ninety (90) days of the occurrence of a condition listed above and allow the Company thirty (30) day in which to cure such condition. Additionally,
in the event the Company fails to cure the condition within the cure period provided, you must terminate employment with the Company within thirty (30) days of the end of the cure period. 

4. Code Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules
relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this
Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under
Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a
separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under
Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first
payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance
with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the
meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to
constitute separate payments for purposes of Section 1.409A-2(b )(2) of the Treasury Regulations. 
 5. Code
Section 280G. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and
(ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your benefits under this Agreement shall be either: 
 a. delivered in full; or 
 b. delivered as to such lesser extent
that would result in no portion of such benefits being subject to the Excise Tax, (with first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to
Section 409A of the Code, and then a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the
Code), 

  
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 whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes
and the Excise Tax, results in your receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. 

Unless you and the Company otherwise agree in writing, the determination of your excise tax liability and the amount required to be paid
under this Section shall be made in writing by an accounting firm to be selected by reasonable agreement between you and the Company, whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of
making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G
and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this Section. 
 6. Other Agreements. This
Attachment A sets forth the terms of the benefits you are eligible to receive in the event your employment with the Company is terminated in the manner described herein and supersedes any prior representations or agreements, whether written
or oral. In the event of a conflict between the terms of this Attachment A and any other agreement you have entered into with the Company (including the cover letter to this Attachment A), the terms of this Attachment A shall
apply. The definitions, terms and conditions contained herein may not be modified or amended except by a written agreement, signed by an authorized representative of the Company and by you. 

* * * 
  

	
	ACCEPTED AND AGREED:
	
	 MIKE DILLON
  

/s/ Mike Dillon

	Signature
	
	 4-11-10

	Date


  
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