EX-10.2






 Exhibit 10.2 

SAMSARA INC. 
 OUTSIDE
DIRECTOR COMPENSATION POLICY 
 Adopted and approved by the Company’s Board of Directors on [Date], 2021 

Approved by the Company’s stockholders on [Date], 2021 

Samsara Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the
“Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside
Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding the compensation to its Outside Directors. Unless defined in this Policy, capitalized terms used in this Policy will have the
meaning given to such terms in the Company’s 2021 Equity Incentive Plan (the “Plan”), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan then in place. Each Outside
Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy. 

Subject to Section 8 of this Policy, this Policy will be effective as of the effective date of the first registration statement that is
filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities (the “Registration Statement”) (such date, the “Effective
Date”). 
  

	 	1.	 Cash Compensation. 



Annual Cash Retainer 

Each Outside Director will be paid an annual cash retainer of $30,000. There are no per-meeting
attendance fees for attending Board meetings. 
 Committee Annual Cash Retainer 

Effective as of the Effective Date, each Outside Director who serves as the chair of the Board, or the chair or a member of a committee of the
Board listed below will be eligible to earn additional annual cash retainers as follows: 
  

					
	 Non-Executive Chair of the Board:
	  	$	20,000	 
	 Lead Independent Director:
	  	$	15,000	 
	 Chair of Audit Committee:
	  	$	20,000	 
	 Member of Audit Committee:
	  	$	10,000	 
	 Chair of Compensation Committee:
	  	$	15,000	 















					
	 Member of Compensation Committee:
	  	$	7,500	 
	 Chair of Nominating Committee:
	  	$	8,000	 
	 Member of Nominating Committee:
	  	$	4,000	 

 For clarity, each Outside Director who serves as the chair of a committee will receive only the annual cash
retainer as the chair of the committee, and not the additional annual cash retainer as a member of the committee. 
 Payment 

Each annual cash retainer payable under this Policy for service on the Board, chair of the Board, or the chair or a member of a committee of
the Board (an “Annual Cash Retainer”) will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any point during the fiscal quarter, and such payment will be made on
the last business day of such fiscal quarter (or as soon thereafter as practical, but in no event later than 30 days following the end of such fiscal quarter). For purposes of clarification, an Outside Director who has served as an Outside Director
and/or as a member of an applicable committee (or chair thereof) during only a portion of the relevant Company fiscal quarter will receive a pro-rated payment of the quarterly payment of the applicable annual
cash retainer(s), calculated based on the number of days during such fiscal quarter such Outside Director has served in the relevant capacities. 
  

	 	2.	 Equity Compensation.  



Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity
plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise
provided herein, and will be made in accordance with the following provisions: 
 (a) No Discretion. No person will have any
discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards. 

(b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date will be granted an Award of
Restricted Stock Units (an “Initial Award”) covering a number of Shares, with such Award having a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) (the “Grant
Value”) equal to $400,000, rounded to the nearest whole Share. 
 Each individual’s Initial Award will be granted on the first
trading date on or after the individual first becomes an Outside Director following the Effective Date (such date, the “Initial Director Date”), whether through election by the stockholders of the Company or appointment by the Board to
fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to any Initial Awards. 

  
 2 














 Subject to Section 3 of this Policy, each Initial Award will vest as to 1/3rd of the Shares on the first Company Vesting Date following the Initial Director Date and as to 1/3 of the Shares on each of the next two anniversaries thereafter, subject to the Outside Director
continuing to be a Service Provider through the applicable vesting date. “Company Vesting Date” means March 15, June 15, September 15, and December 15. 

(c) Annual Award. Subject to the following paragraph, on the date of each annual meeting of the Company’s stockholders following
the Effective Date (each, an “Annual Meeting”), each Outside Director will be automatically granted an Award of Restricted Stock Units (an “Annual Award”) covering a number of Shares, with such Award having a Grant
Value of $200,000, rounded to the nearest whole Share. 
 Subject to Section 3 of this Policy, each Annual Award will vest on the
earlier of (i) the first anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was granted, in each case, subject to the Outside Director
continuing to be a Service Provider through the applicable vesting date. 
 (d) Additional Terms of Initial Awards and Annual Awards.
Each Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee, as applicable, for use thereunder. 

 

	 	3.	 Change in Control.  



Immediately prior to a Change in Control, each Outside Director will fully vest in and have the right to exercise Options and/or Stock
Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with
performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other
written agreement between the Outside Director and the Company or any of its Subsidiaries or Parents, as applicable. 
  

	 	4.	 Annual Compensation Limit.  



No Outside Director may be paid, issued or granted, in any Fiscal Year, cash compensation and equity compensation (including any Awards)
following the Effective Date with an aggregate value greater than $750,000. The value of each equity compensation award will be based on its Grant Value for purposes of the limitation under this Section 4. Any cash compensation paid or equity
compensation award (including any Awards) granted to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under this
Section 4. 

  
 3 















	 	5.	 Travel Expenses.  



Each Outside Director’s reasonable, customary and documented travel expenses to Board or Board committee meetings or related to his or her
Board service will be reimbursed by the Company. 
  

	 	6.	 Additional Provisions.  



All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. 

 

	 	7.	 Section 409A.  



In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (i) the 15th day of the 3rd month following the end of the Fiscal Year in which the compensation is earned or expenses are incurred, as applicable, or (ii) the 15th day of the 3rd month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral”
exception under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time (together, “Section 409A”). It is the
intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless an Outside Director (or any
other person) for any taxes or costs that may be imposed on or incurred by an Outside Director (or any other person) as a result of Section 409A. 
  

	 	8.	 Stockholder Approval.  



The initial adoption of the Policy will be subject to approval by the Company’s stockholders prior to the Effective Date. Unless otherwise
required by applicable law, following such approval, the Policy will not be subject to approval by the Company’s stockholders, including, for the avoidance of doubt, as a result of or in connection with an action taken with respect to this
Policy as contemplated in Section 9 hereof. 
  

	 	9.	 Revisions. 



The Board may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or
termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination of
this Policy will not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under the Plan pursuant to this Policy prior to the date of such
termination. 

  
 4