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Mai Lei
60 Francis Place
Staten Island, NY 10304
mairobertlei@gmail.com
Dear Mai,
Sailthru, Inc. (the “Company”) is pleased to offer you temporary employment with a start date of Tuesday,
May 29th, 2018 and an end date of August 3rd, 2018 on the following terms:
1. Position. The position shall be based in our New York office located at One World Trade. Your title
will be Software Engineering Intern, and you will report to George Liao, VP of Engineering. This is a
temporary position. While you render services to the Company, you will not engage in any other
employment, consulting or other business activity (whether full-time or part-time) that would create a
conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that
you have no contractual commitments or other legal obligations that would prohibit you from performing
your duties for the Company. As an employee, you are responsible for complying with and adhering to the
policies, standards and practices detailed in the Company’s Employee Handbook, Proprietary Information
and Invention Assignment Agreement, the Internal Privacy Policy, and any other written policy, standard or
practice, that is provided to you.
2. Cash Compensation. The Company will pay you a starting salary at the rate of $30.00 per hour,
payable in accordance with the Company’s standard payroll schedule (currently twice per month, or as
determined by the Company’s Board of Directors from time to time). This salary will be subject to
adjustment pursuant to the Company’s employee compensation policies in effect from time to time.
3. Employee Benefits. As a temporary employee of the Company, you are not eligible to participate in
Company-sponsored benefits or paid time off for vacation, personal leave, or holidays. Under New York
City's Earned Sick Time Act, you will accrue one hour of sick leave for every 30 hours worked, up to a
maximum of 40 hours of sick leave per calendar year. You may begin using sick leave 120 days after you
begin employment.
4. Proprietary Information and Inventions Agreement. Like all Company employees, you will be
required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary
Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.
5. Employment Relationship. Employment with the Company is for no specific period of time. Your
employment with the Company will be “at will,” meaning that either you or the Company may terminate
your employment at any time and for any reason, with or without cause. Any contrary representations that
may have been made to you are superseded by this letter agreement. This is the full and complete
agreement between you and the Company on this term. Although your job duties, title, compensation and
benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the
“at will” nature of your employment may only be changed in an express written agreement signed by you
and a duly authorized officer of the Company (other than you).
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6. Tax Matters.
B. Tax Advice. You are encouraged to obtain your own tax advice regarding
your compensation from the Company. You agree that the Company does not have a duty to design its
compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim
against the Company or its Board of Directors related to tax liabilities arising from your compensation.
7. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the
complete agreement between you and the Company, contain all of the terms of your employment with the
Company and supersede any prior agreements, representations or understandings (whether written, oral or
implied) between you and the Company. This letter agreement may not be amended or modified, except by
an express written agreement signed by both you and a duly authorized officer of the Company. The terms
of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or
validity of this letter agreement or arising out of, related to, or in any way connected with, this letter
agreement, your employment with the Company or any other relationship between you and the Company
(the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law. You
and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in
New York City in connection with any Dispute or any claim related to any Dispute.
*****
We hope that you will accept our offer to join the Company. You may indicate your agreement with these
terms and accept this offer by signing and dating this letter agreement and the enclosed Proprietary
Information and Inventions Agreement and returning them to me. As required by law, your employment
with the Company is contingent upon your providing legal proof of your identity and authorization to work
in the United States. It is also contingent upon your completion of a background screening.
Sincerely,
Natalie Wadsworth
VP, People
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Exhibit A
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Effective as of the first day of my employment by the Company, May 29th, 2018, the following confirms an
agreement between Sailthru, Inc., a Delaware corporation (the Company) and the individual identified on
the signature page to this Agreement. This Agreement is a material part of the consideration for my
employment and continued employment by the Company. In exchange for the foregoing, and for other
good and valuable consideration, the receipt, validity and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. 1. No Conflicts. I have not made, and b. Assignment. To the fullest extent under
agree not to make, any agreement, oral or written, applicable law, the Company shall own all right,
that is in conflict with this Agreement or my title and interest in and to all Inventions (including
employment with the Company. I will not violate all Intellectual Property Rights therein or related
any agreement with or the rights of any third party. thereto) that are made, conceived or reduced to
When acting within the scope of my employment practice, in whole or in part, by me during the term
(or otherwise on behalf of the Company), I will not of my employment with the Company and which
use or disclose my own or any third party’s arise out of any use of Company’s facilities or
confidential information or intellectual property assets or any research or other activity conducted
(collectively, “Restricted Materials”), except as by, for or under the direction of the Company
expressly authorized by the Company in writing. (whether or not (i) conducted at the Company’s
Further, I have not retained anything containing or facilities, (ii) during working hours or (iii) using
reflecting any confidential information of a prior Company assets), or which are useful with or relate
employer or other third party, whether or not directly or indirectly to any “Company Interest”
created by me. (meaning any product, service, other Invention or
Intellectual Property Right that is sold, leased,
2. Inventions. used, proposed, under consideration or under
development by the Company). I will promptly
a. Definitions. “Intellectual Property Rights” disclose and provide all of the foregoing Inventions
means any and all patent rights, copyright rights, (the “Assigned Inventions”) to the Company. I
trademark rights, mask work rights, trade secret hereby make and agree to make all assignments to
rights, sui generis database rights and all other the Company necessary to effectuate and
intellectual and industrial property rights of any accomplish the foregoing ownership. Assigned
sort throughout the world (including any Inventions shall not include any Invention that is
application therefor). “Invention” means any idea, both (x) developed entirely on my own time,
concept, discovery, invention, development, without use of any Company assets, ideas or
research, technology, work of authorship, trade direction and (y) not useful with or related to any
secret, software, firmware, content, audio-visual Company Interest.
material, tool, process, technique, know-how, data,
plan, device, apparatus, specification, design, c. Assurances. I will further assist the
prototype, circuit, layout, mask work, algorithm, Company, at its expense, to evidence, record and
program, code, documentation or other material or perfect such assignments, and to perfect, obtain,
information, tangible or intangible, whether or not maintain, enforce and defend any rights specified
it may be patented, copyrighted, trademarked or to be so owned or assigned. I hereby irrevocably
otherwise protected (including all versions, designate and appoint the Company and its officers
modifications, enhancements and derivative works as my agents and attorneys-in-fact, coupled with
thereof). an interest, to act for and in my behalf to execute
and file any document and to perform all other
lawfully permitted acts to further the purposes of
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the foregoing with the same legal force and effect 3. Proprietary Information. I agree that all
as if executed by me. Assigned Inventions and all other financial,
business, legal and technical information, including
d. Other Inventions. If I wish to clarify that the identity of and any other information relating
something created by me prior to my employment, to the Company’s employees, Affiliates and
which relates or may relate to the Company’s Business Partners (as such terms are defined
actual or proposed business, is not within the below), which I develop, learn or obtain during my
scope of the assignment of Inventions under this employment or that are received by or for the
Agreement, then I have listed it on Appendix A. If Company in confidence, constitute “Proprietary
(i) I use or disclose any Restricted Materials Information.” I will hold in strict confidence and
(including anything listed in Appendix A) when not directly or indirectly disclose or, except within
acting within the scope of my employment (or the scope of my employment, use any Proprietary
otherwise on behalf of the Company), or (ii) any Information. Proprietary Information shall not
Assigned Invention cannot be fully made, used, include information that, I can document, is or
reproduced or otherwise exploited without using becomes readily available to the public without
or violating any Restricted Materials, I hereby grant restriction through no fault of mine. Upon
and agree to grant to the Company a perpetual, termination of my employment, I will promptly
irrevocable, worldwide, royalty-free, non-exclusive, return to the Company all items containing or
transferable, sublicensable right and license to embodying Proprietary Information (including all
exploit and exercise all such Restricted Materials copies), except that I may keep my personal copies
and Intellectual Property Rights therein. I will not of (a) my compensation records, (b) materials
use or disclose any Restricted Materials for which I distributed to shareholders generally and (c) this
am not fully authorized to grant the foregoing Agreement. I also recognize and agree that I have
license. no expectation of privacy with respect to the
Company’s networks, telecommunications systems
e. Moral Rights. To the extent allowed by or information processing systems (including,
applicable law, the terms of this Section 2 include without limitation, stored computer files, email
all rights of paternity, integrity, disclosure, messages and voice messages), and that my
withdrawal and any other rights that may be activity and any files or messages on or using any
known as or referred to as moral rights, artist’s of those systems may be monitored at any time
rights, droit moral or the like (collectively, “Moral without notice, regardless of whether such activity
Rights”). To the extent I retain any such Moral occurs on equipment owned by me or the
Rights under applicable law, I hereby ratify and Company. I further agree that any property
consent to any action that may be taken with situated on the Company’s premises and owned,
respect to such Moral Rights by or authorized by leased or otherwise possessed by the Company,
the Company and agree not to assert any Moral including computers, computer files, email,
Rights with respect thereto. I will confirm any such voicemail, storage media, filing cabinets or other
ratification, consent or agreement from time to work areas, is subject to inspection by Company
time as requested by the Company. Furthermore, I personnel at any time with or without notice.
agree that notwithstanding any rights of publicity,
privacy or otherwise (whether or not statutory) 4. Restricted Activities. For the purposes of
anywhere in the world and without any further this Section 4, the term Company includes the
compensation, the Company may and is hereby Company and all other persons or entities that
authorized to use my name, likeness and voice in control, are controlled by or are under common
connection with promotion of its business, control with the Company (“Affiliates”).
products and services and to allow others to do so.
a. Definitions. “Any Capacity” includes,
without limitation, to (i) be an owner, founder,
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i. I acknowledge and agree that (1) the v. The Company and I agree that the
Company's business is highly competitive, secrecy provisions of this Section 4, as so amended, shall
of the Proprietary Information is of the utmost be valid and binding as though any invalid or
importance to the Company and I will learn and unenforceable provision had not been included.
use Proprietary Information in performing my work
for the Company and (2) my position may require c. As an Employee. During my employment
me to establish goodwill with Business Partners with the Company, I will not directly or indirectly:
and employees on behalf of the Company and such (i) Cause any person to leave their employment
goodwill is extremely important to the Company's with the Company (other than terminating
success and that Company has made substantial subordinate employees in the course of my duties
investments to develop its business interests and for the Company); (ii) Solicit any Business Partner;
goodwill. (iii) act in Any Capacity in or with respect to any
commercial activity which competes, or is
ii. I agree that the limitations as to time, reasonably likely to compete, with any business
geographical area and scope of activity to be that the Company conducts, proposes to conduct
restrained in this Section 4 are reasonable and are or demonstrably anticipates conducting, at any
not greater than necessary to protect the goodwill time during my employment (a “Competing
or other business interests of Company. I further Business”); (iv) enter into in an employment,
agree that such investments are worthy of consulting or other similar relationship with
protection and that Company’s need for protection another person or entity that requires a significant
afforded by this Section 4 is greater than any time commitment without the prior written
hardship I may experience by complying with its consent of the Company; or (v) make, or cause to
terms. be made, any statements, observations, or
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opinions, or communicate any information compensation or equity interest after the signing of
(whether oral or written), that disparages or is this Agreement shall not affect the validity or scope
likely in any way to harm the reputation of the of this Agreement. I agree that my obligations
Company, [its customers, users and/or business under Sections 2, 3 and 4 of this Agreement shall
partners except that nothing contained in this continue in effect after termination of my
Agreement shall be deemed to prohibit me from employment, regardless of the reason, and
testifying truthfully under oath pursuant to any whether such termination is voluntary or
lawful court order or subpoena or otherwise involuntary, and that the Company is entitled to
responding to or providing disclosures required by communicate my obligations under this Agreement
law. to any of my potential or future employers. I will
provide a copy of this Agreement to any potential
d. After Termination. For the period of or future employers of mine, so that they are
twelve (12) months immediately following aware of my obligations hereunder. My obligations
termination of my employment with the Company under Sections 2, 3 and 4 also shall be binding
(for any or no reason, whether voluntary or upon my heirs, executors, assigns and
involuntary), I will not directly or indirectly: administrators, and shall inure to the benefit of the
(i) Cause any person to leave their employment Company, its Affiliates, successors and assigns.
with the Company; (ii) Solicit any Business Partner; This Agreement may be freely assigned by the
or (iii) act in Any Capacity in or with respect to any Company to any third party.
Competing Business located where the Company
has operations, business dealings, customers, 7. Miscellaneous. Any dispute in the
prospective customers or a physical presence. The meaning, effect or validity of this Agreement shall
foregoing time frames shall be increased by the be resolved in accordance with the laws of the
period of time from the commencement of any State of New York without regard to the conflict of
violation of the foregoing provisions until such time laws provisions thereof. Any legal action or
as I have cured such violation. proceeding relating to this Agreement shall be
brought exclusively in the state or federal courts
5. Employment at Will. I agree that this located in New York County, New York, and each
Agreement is not an employment contract for any party consents to the jurisdiction thereof. The
particular term. I have the right to resign and the failure of either party to enforce its rights under
Company has the right to terminate my this Agreement at any time for any period shall not
employment at will, at any time, for any or no be construed as a waiver of such rights. Unless
reason, with or without cause. This Agreement expressly provided otherwise, each right and
does not purport to set forth all of the terms and remedy in this Agreement is in addition to any
conditions of my employment, and as an employee other right or remedy, at law or in equity, and the
of the Company, I have obligations to the Company exercise of one right or remedy will not be deemed
which are not described in this Agreement. a waiver of any other right or remedy. If one or
However, the terms of this Agreement govern over more provisions of this Agreement are held to be
any such terms that are inconsistent with this illegal or unenforceable under applicable law, such
Agreement, and supersede the terms of any similar illegal or unenforceable portion shall be limited or
form that I may have previously signed. This excluded from this Agreement to the minimum
Agreement can only be changed by a subsequent extent required so that this Agreement shall
written agreement signed by the Chief Executive otherwise remain in full force and effect and
Officer or President of the Company, or an enforceable. I acknowledge and agree that any
authorized designee. breach or threatened breach of this Agreement will
cause irreparable harm to the Company for which
6. Survival. I agree that any change or damages would not be an adequate remedy, and,
changes in my employment title, duties, therefore, the Company is entitled to injunctive
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I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I
SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE
UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND
THE OTHER COUNTERPART WILL BE RETAINED BY ME.
By: By:
March 30, 2018
Record Tracking
Status: Original Holder: Caroline Rindlaub Location: DocuSign
3/28/2018 3:18:30 PM crindlaub@sailthru.com
CONSUMER DISCLOSURE
From time to time, Sailthru (we, us or Company) may be required by law to provide to you
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To contact us by email send messages to: eroehrig@sailthru.com
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