New Twitter CEO to be Paid $1 Million Salary

<p>New Twitter CEO Parag Agrawal took over for Jack Dorsey last week and will be paid a salary of &dollar;1 million according to filings with the SEC&period; He is also eligible for a bonus of up to 150&percnt; of his salary and is also getting stock options valued at &dollar;12&period;5 million&period;<&sol;p>&NewLine;<p>Agrawal was formerly Chief Technology Officer &lpar;CTO&rpar; of the company&period;<&sol;p>&NewLine;<p>His salary is much larger than Jack Dorsey&&num;8217&semi;s pay at Twitter which was just &dollar;1&period;40 per year while he was CEO&period; Dorsey does hold 18 million shares in Twitter and also is CEO of Square&period;<&sol;p>&NewLine;<p>Below is the employment letter that Agrawal received from Twitter&colon;<&sol;p>&NewLine;<p>&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;&&num;8212&semi;<&sol;p>&NewLine;<p>November 29&comma; 2021<&sol;p>&NewLine;<p><center><&sol;p>&NewLine;<div align&equals;"left">&NewLine;<p>Dear Parag&colon;<&sol;p>&NewLine;<p>This letter will confirm the new terms of your employment with Twitter&comma; Inc&period; &lpar;&OpenCurlyDoubleQuote;Twitter” or the &OpenCurlyDoubleQuote;Company”&rpar;&period; The Company’s Board of Directors &lpar;the &OpenCurlyDoubleQuote;Board”&rpar; is very pleased that you will be Twitter’s Chief Executive Officer &lpar;&OpenCurlyDoubleQuote;CEO”&rpar; effective November 29&comma; 2021 &lpar;the &OpenCurlyDoubleQuote;start date”&rpar;&period; You will report to the Board in this role&period; The Board thanks you for your years of excellent service to the Company and its stockholders&period; The Board believes that you will add tremendous value as the Company’s CEO&period; You will be appointed to the Board effective as of the start date and&comma; for as long as you remain CEO&comma; you will be nominated for election to the Board at each stockholder meeting at which directors are to be elected and you are up for reelection&period;<&sol;p>&NewLine;<p>1&period; <u>Salary and Bonus<&sol;u>&period; Beginning on the start date&comma; your base salary will be &dollar;1&comma;000&comma;000 per year&period; You will remain a participant in the Company’s executive bonus plan with a new target bonus percentage of 150&percnt; of your annual base salary&period; Your actual earned bonus &lpar;if any&rpar; for 2021 will be based on the different salary and bonus percentages that applied before and after the start date&period; All earned bonuses &lpar;if any&rpar; will be subject to Twitter’s bonus plan as in effect from time to time&period; The bonus plan will provide that payment of any earned bonus will be made no later than two and <span>one-half<&sol;span> months after the end of the year in which the bonus was earned&comma; subject to your continued employment with Twitter through the payment date&period;<&sol;p>&NewLine;<p>2&period; <u>Equity Compensation<&sol;u>&period; In December 2021&comma; you will be granted restricted stock units &lpar;&OpenCurlyDoubleQuote;RSUs”&rpar; with a grant date face value of &dollar;12&comma;500&comma;000 &lpar;the number of RSUs that are granted to you will be determined under the Company’s standard methodology for this purpose based on November trading prices&rpar;&period; These RSUs will vest in 16 equal quarterly increments &lpar;each being 6&period;25&percnt; of the grant&rpar; starting February 1&comma; 2022&comma; subject in each case to your remaining an employee of Twitter through the applicable vesting date&period; This grant is in addition to the grant of RSUs&comma; performance-based RSUs &lpar;&OpenCurlyDoubleQuote;PRSUs”&rpar;&comma; and Value Creation PRSUs that you received earlier this year&period; The PRSUs vest based on the achievement of total shareholder return and operating metrics&comma; and the Value Creation PRSU Awards vest based on the achievement of certain goals for Twitter’s stock price&period; You will be granted additional PRSUs in April 2022 with a grant date face value of &dollar;12&comma;500&comma;000&period; The performance goals for those PRSUs will be determined by the Compensation Committee of the Board &lpar;the &OpenCurlyDoubleQuote;Committee”&rpar; on or before the grant date&period; The applicable goals and vesting schedule generally will be consistent for you and your direct reports&period; The Committee will consider making additional equity grants to you&comma; commensurate with your position and in accordance with the Company’s practices from time to time &lpar;currently the Committee considers executive grants annually&rpar;&period; All equity grants described above will be subject to the terms of the applicable plan document and award agreement&period;<&sol;p>&NewLine;<&sol;div>&NewLine;<p><&sol;center><center><&sol;p>&NewLine;<div align&equals;"left">&NewLine;<p>3&period; <u>Other Compensation and Arrangements<&sol;u>&period; You will continue to be eligible to participate in Twitter’s employee benefit plans and programs&comma; as provided in those plans and programs as they may exist from time to time&period; On the start date&comma; you will become an eligible participant in the Company’s Amended and Restated Change of Control and Involuntary Termination Protection Policy &lpar;the &OpenCurlyDoubleQuote;Policy”&rpar;&period; Once you sign your Policy participation agreement&comma; you will be eligible for severance benefits under the Policy if your employment ends in a qualifying termination of employment &lpar;generally&comma; termination by the Company without cause or by you with good reason&rpar;&comma; all as detailed in the Policy&period; Your severance benefit level under the Policy will be no less favorable than for any of the Company’s other executive officers&period; The Committee expects to undertake a review of the Policy in the future and seek your input on any changes to the Policy&period; In addition to any other changes identified in that review&comma; effective as of the date of this letter&comma; the following terms under the Policy will apply to you&colon; &lpar;a&rpar; the Change of Control Period will begin 3 months before a Change of Control and end 12 months after the Change of Control&comma; &lpar;b&rpar; there will be accelerated vesting of equity awards that would have vested within 12 months after the termination of employment &lpar;but 37&period;5&percnt; acceleration if the termination is before January 1&comma; 2025&rpar; and otherwise consistent with the terms of the Policy as in effect on the date of this letter&comma; including &lpar;but not limited to&rpar; with respect to performance-based awards &lpar;that is&comma; treating any applicable performance goals as being met at target levels&rpar;&comma; provided that performance-based awards granted after the date hereof shall be subject to the terms of the applicable award agreement if such agreement expressly sets forth a different treatment&comma; and provided further that with respect to any equity awards with respect to which&comma; at the time of termination of employment&comma; it is known &lpar;as determined by the Company&rpar; that the applicable performance goals were attained as of the date of termination&comma; such vesting shall be applied at the greater of target or actual level of performance&comma; &lpar;c&rpar; clause &lpar;a&rpar; of the &OpenCurlyDoubleQuote;Good Reason” definition shall state as follows&colon; &OpenCurlyDoubleQuote;a material adverse change in the nature or scope of your authority&comma; powers&comma; functions&comma; duties&comma; responsibilities&comma; or reporting relationship &lpar;including ceasing to directly report to the board of directors of a publicly traded entity&comma; if applicable&rpar;”&comma; and &lpar;d&rpar; no amendment to the Policy that would adversely affect your rights under the Policy shall be made without your prior written consent&period; Notwithstanding the preceding sentence&comma; commencing January 1&comma; 2024&comma; the Company may&comma; following a notice period to you of at least 12 months&comma; adopt amendments that are materially detrimental to your rights under the Policy so long as the amendment is not effective until January 1&comma; 2025 at the earliest&period; In addition to the changes described above&comma; not later than March 31&comma; 2022&comma; the Company will make clarifying updates in the &OpenCurlyDoubleQuote;Change of Control” definition&period; The Company will reimburse you or directly pay up to &dollar;50&comma;000 for your reasonable attorneys’ fees incurred in connection with this letter and related agreements&period; Please submit appropriate documentation of the expenses no later than February 28&comma; 2022 and the Company will pay or reimburse the expenses in 2021 and no later than March 15&comma; 2022&period; You will receive reimbursement for business expenses as provided in the Company policy applicable to other executive officers of Twitter&period; You also will receive indemnification and liability insurance coverage on terms generally the same as provided to any other Company executive or member of the Board&period;<&sol;p>&NewLine;<&sol;div>&NewLine;<p><&sol;center><center><&sol;p>&NewLine;<div align&equals;"left">&NewLine;<p>4&period; <u>Additional Terms<&sol;u>&period; In connection with your new role&comma; you agree to sign and comply with the Company’s current form of Employee Invention Assignment and Confidentiality Agreement &lpar;the same agreement applies to all new employees&rpar; and you agree that the Arbitration Agreement between you and the Company will continue to apply&period; You will be expected to continue to comply with the Company’s policies and procedures including &lpar;but not limited to&rpar; Twitter’s Code of Business Conduct and Ethics&period; Your employment with Twitter continues to be &OpenCurlyDoubleQuote;at will&comma;” which means that both Twitter and you have the right to end your employment at any time&comma; with or without advance notice&comma; and with or without cause&period; All amounts payable to you from the Company are subject to any required withholdings and deductions&period; This letter will be governed by and construed under the laws of the State of California &lpar;except for its conflict of laws provisions&rpar;&period; This agreement &lpar;together with the above-referenced plans&comma; arrangements and agreements&rpar; contain the entire understanding between you and the Company with respect to the new terms of your employment&period; This letter may not be modified except by a writing duly executed by you and an individual authorized by the Board or the Committee&period;<&sol;p>&NewLine;<p>Finally&comma; the Board wishes to reiterate our excitement at your accepting this new leadership role&period;<&sol;p>&NewLine;<p>Sincerely&comma;<&sol;p>&NewLine;<p>&sol;s&sol; Bret Taylor<&sol;p>&NewLine;<p>Bret Taylor<&sol;p>&NewLine;<p>Chair&comma; Board of Directors<&sol;p>&NewLine;<&sol;div>&NewLine;<p><&sol;center><&sol;p>&NewLine;

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