Twitter, Inc. San Francisco, CA 94103
Exhibit 10.1
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
April 4, 2022
Elon R. Musk
0000 Xxxxx Xxxx 620 S. #341886
Xxxxxx, XX 00000
Dear Mr. Musk:
Twitter, Inc. (the “Company”) and Xxxx Xxxx hereby agree as follows:
1. Appointment of Mr. Musk as a Director. As promptly as practicable following the execution of this letter agreement, subject to and contingent upon the provision by Mr. Musk of any information that the Company reasonably requires to complete its customary onboarding procedures (including a customary background check and completion of the Company’s D&O questionnaire) for members of the Board of Directors of the Company (the “Board”), the Company and the Board will take all action necessary so that as Mr. Musk will be appointed to the Board as a Class II director with a term expiring at the Company’s 2024 annual meeting of stockholders.
2. Company Securities. Mr. Musk agrees that, for so long as Mr. Musk is serving on the Board and for 90 days thereafter, Mr. Musk will not, either alone or as a member of a group, become the beneficial owner of more than 14.9% of Company’s common stock outstanding at such time, including for these purposes economic exposure through derivative securities, swaps or hedging transactions.
3. Miscellaneous. The terms “group” and “beneficial owner” are as defined in Section 13(d) of the Securities Exchange Act of 1934 and related rules. The parties agree that specific performance will be available to the parties under this letter agreement. This letter agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware.
| ELON R. MUSK |
| /s/ Xxxx Xxxx |
| TWITTER, INC. |
| By: /s/ Xxxxx Xxxxxxx |
| Name: Xxxxx Xxxxxxx |
| Title: Chief Executive Officer |
