EX-10.1



 Exhibit 10.1 
  





 
 October 28, 2014             

PROMOTION LETTER 

Cassandra Hudson 
 Dear Cassandra: 

It is our pleasure to offer you a promotion! This Promotion Letter serves to confirm the details of your promotion as follows: 

 

			
	Position:	  	Chief Accounting Officer; Vice President of Finance; Assistant Treasurer
		
	Status:	  	Full-time, Regular, Exempt
		
	Reporting to:	  	Chief Financial Officer
		
	Effective Date:	  	October 28, 2014
		
	Compensation:	  	 Base salary of $200,000 annually, which is the equivalent of $8,333.34 semi-monthly, paid in accordance with the
Company’s normal payroll procedures.
  
 All forms of compensation which are referred
to in this promotion letter are subject to reduction to reflect applicable withholding, payroll and other required taxes and deductions. Please note that Carbonite may modify salaries and benefits from time to time as it deems
necessary.

		
	Bonus:	  	You will be eligible for an incentive bonus of 30% of your base salary. The timing and amount of any bonus is subject to the discretion and approval of the Compensation Committee of the Board of Directors.
		
	Stock Options:	  	Options on 25,000 shares of Carbonite common stock vesting in equal quarterly installments commencing upon the date of the grant. The option exercise price will be equal to the fair market value of Carbonite’s common stock
as of the date of grant, as determined by our Board of Directors. All option grants described in this Section are subject to approval by Carbonite’s Board of Directors and the specific terms of the options will be governed by Carbonite’s
stock incentive plan and a separate option agreement to be signed by you and Carbonite.
		
	Acceleration of Options:	  	If during the first twelve months after a Change of Control (as defined in the 2011 Equity Award Plan) you are terminated without cause or if you voluntarily resign from Carbonite due to “Constructive Termination” (as
defined in your existing option agreements), then all of your then-unvested options shall vest immediately prior to the termination date.
		
	Severance:	  	If you are terminated without Cause (as defined below) or are Constructively Terminated (as defined in your existing option or restricted stock unit agreements), you will be entitled to receive a payment amount equal to (i) three
times your then current monthly base salary and (ii) three times the monthly amount that the Company paid for your participation in the Company’s health insurance plan during the month immediately preceding your termination date, subject to any
and all additional conditions and qualifications contained in this letter.


  
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		  	 In addition to the provision of three months’ severance benefits, your severance benefits shall be increased so that if you are
terminated without Cause or are Constructively Terminated, in each case within one year after the consummation of a Change of Control of the Company (as defined in the 2011 Equity Award Plan), you will be entitled to receive an additional payment
amount equal to (i) three times your then current monthly base salary and (ii) three times the monthly amount that the Company paid for your participation in the Company’s health insurance plan during the month immediately preceding your
termination date, subject to any and all additional conditions and qualifications contained in this letter.
  

“Cause” shall mean (1) willful misconduct in connection with your employment or willful failure to perform your responsibilities in the best
interests of the Company, as determined by the Company; (2) conviction of, or plea of nolo contendre or guilty to, a felony under the laws of the United States or any State; (3) any act of fraud, theft, embezzlement or other material dishonesty by
you which harmed the Company; (4) intentional violation of a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company, or (5) repeated failure to perform
your duties and obligations of your position with the Company which failure is not cured within 30 days after notice of such failure from the Company to you.
  

The foregoing amounts shall be made in accordance with the Company’s normal payroll practices; provided, however, that the Company shall not make any
severance payments unless and until (x) you execute and deliver to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) such Release is executed and delivered to the Company
within twenty-one (21) days after your termination date and (z) all time periods for revoking the Release have lapsed. If you are terminated during the month of December of any calendar year and are owed severance hereunder, no severance payments
shall be made prior to January 1st of the next calendar year and any amount that would have otherwise been payable to you in December of the preceding calendar year will be paid to you on the
first date in January on which you would otherwise be entitled to any payment.
  

Following your termination date, all benefits offered by the Company, including health insurance benefits, shall cease. From and after such date, you may elect
to continue your participation in the Company’s health insurance benefits at your expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice you will be provided and paying the monthly premium yourself.
Notwithstanding the above, if you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then any amounts payable to you during the first six months and one
day following the date of your termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid to you until the date that is six
months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

		
	At-Will Employment:	  	Your employment with Carbonite is for no specified period of time and constitutes “at-will” employment. As a result, you are free to resign at any time, for any reason or for no reason, with or without notice.
Similarly, Carbonite is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.


  
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	Other Agreements:	  	As a condition of your promotion, you continue to remain obligated under the Company’s Confidentiality, Invention Assignment and Non-Competition Agreement dated February 22, 2008.
		
	 Expiration
 and
Modification
	  	This Promotion Letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer or Chief Financial Officer of Carbonite and by you. This offer will expire at 5pm, EST on October 29,
2014.

  

	
	Sincerely,
	
	 /s/ Anthony Folger

	 Anthony Folger
 CFO


  
  

ACCEPTANCE AND ACKNOWLEDGMENT 

I accept the promotion offer from Carbonite as set forth in the Promotion Letter dated October 28, 2014. I understand and acknowledge
that my employment with Carbonite is at-will, for no particular term or duration and that I, or Carbonite, may terminate the employment relationship at any time, with or without cause and with or without prior notice. I acknowledge that the Company
reserves the right to conduct background investigations and/or reference checks on all of its potential employees, and that my job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any.

 I understand that the terms and conditions described in this Promotion Letter, along with the Carbonite Confidentiality, Invention
Assignment and Non-Competition Agreement are the terms and conditions of my employment. No one other than Carbonite’s Chief Executive Officer or Chief Financial Officer is authorized to sign any employment or other agreement which modifies the
terms of the Promotion Letter and Carbonite’s Carbonite Confidentiality, Invention Assignment and Non-Competition Agreement, and any such modification must be in writing and signed by either such executive. 

 

			
	Signature:	 	 /s/ Cassandra Hudson

	Name:	 	Cassandra Hudson
	Date:	 	October 28, 2014


  
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 Exhibit A 

Release 

  
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