October 3, 2024
Exhibit 10.1
October 3, 2024
Xxxx Xxxxxxxx
Via email
Dear Xxxx,
On behalf of Ribbon Communications Inc. (“Ribbon”) and Ribbon Communications Operating Company, Inc. (“RCOC” and Xxxxxx and RCOC, together with its affiliates who may employ you from time to time, the “Company”), I am pleased to provide you with this written offer of employment (this “Agreement”) Your start date with the Company is October 14, 2024 (the “Start Date”). You will be appointed to the position of Chief Financial Officer on November 1, 2024, or such earlier date as may be agreed between you and the Company.
This Agreement is entered into as of the date set forth above and shall be effective as of the Start Date.
1. Compensation. During your employment with the Company:
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(i) | You will, October 15, 2024 (the “Grant Date”), be granted restricted stock units (the “Sign On RSUs”) that, upon vesting, will be settled in shares of common stock of Ribbon with a value (as of the Grant Date) equal to $250,000.00, calculated consistent with such grants made to similarly situated employees of the Company. Subject to your active and continuous employment with the Company through the applicable vesting date, the Sign On RSUs will vest on the first anniversary of the Grant Date. Notwithstanding the foregoing, your grant will be subject to, and you will be required to, enter into a restricted share unit agreement in the Company’s applicable form in connection with the grant of the Sign On RSUs. |
(ii) | You will, on the Grant Date, be granted restricted stock units (the “RSUs”) that, upon vesting, will be settled in shares of common stock of Ribbon with a value (as of the Grant Date) equal to $500,000.00, calculated consistent with such grants made to similarly situated employees of the Company. Subject to your active and continuous employment with the Company through the applicable vesting date, the RSUs will vest as follows: (A) 1/3rd of your RSUs on the first anniversary of the Grant Date (the “Initial Vesting Date”); and (B) the remaining 2/3rd of your RSUs vesting in four (4) equal installments on each six (6) month anniversary of the Initial Vesting Date. Notwithstanding the foregoing, your grant will be subject to, and you will be required to, enter into a restricted share unit agreement in the Company’s applicable form in connection with the grant of the RSUs |
(iii) | You will, on the Grant Date, be granted performance share units (the “PSUs”) that, upon vesting, will be settled in shares of common stock of Ribbon with a value (as of the Grant Date) equal to $1.5 million, calculated consistent with such grants made to similarly situated employees of the Company (the “Share Price PSUs”). Notwithstanding the foregoing, your grant of the Share Price PSUs will be subject to, and you will be required to, enter into a performance share unit agreement in the Company’s applicable form in connection with the grant of the PSUs in substantially the form attached hereto as Attachment 3. |
(iv) | You will, on the Grant Date, be granted PSUs that, upon vesting, will be settled in shares of common stock of Ribbon with a value (as of the Grant Date) equal to $750,000 (the “Target Amount”), calculated consistent with such grants made to similarly situated employees of the Company (the “2025 PSUs”). Subject to your active and continuous employment with the Company through the applicable vesting date, the 2025 PSUs will vest as follows: (A) 60% of the Target Amount will vest based on the achievement of three separate annual corporate financial metric(s) (the “Financial Metric PSUs”) established by the Compensation Committee of the Company’s Board of Directors for each of the fiscal years ending on December 31, 2025, December 31, 2026 and December 31, 2027, which Financial Metric PSUs can vest between 0% and 150% of the number of shares subject to the Financial Metric PSUs as of the Grant Date; and (B) the remaining 40% will vest based on the calculation of the Company’s relative Total Shareholder Return (“rTSR”) compared to the rTSR for the companies included in the peer index identified in the award agreement for the 2025 PSUs for the period from the Grant Date through December 31, 2027 (the “TSR PSUs”). The TSR PSUs can vest between 0% and 200% of the number of shares subject to the TSR PSUs as of the Grant Date. Notwithstanding the foregoing, your grant of the 2025 PSUs will be subject to, and you will be required to, enter into a performance share unit agreement in the Company’s applicable form in connection with the grant of the PSUs in substantially the form attached hereto as Attachment 4. |
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(v) | Except as set forth herein, you shall not be entitled to any other equity awards from the Company during the fiscal years ending December 31, 2024 and December 31,2025. Following the fiscal year ending December 31, 2025, subject to Board or Committee approval, you will be eligible to receive annual equity incentive awards under the Plan at such times, in such amounts and forms, and on such terms as are determined by the Board or Committee, taking into account your role and responsibilities. You will be required to enter into equity award agreement(s) in the Company’s then-applicable form in connection with the grant of any future awards described in this Section 1(e)(v). |
(a) You will be entitled to vacation consistent with Company policy and limitations, under which you will initially accrue four (4) weeks of vacation per year beginning on the Start Date;
(b) You will be entitled to participate as an employee of the Company in all health and welfare benefit plans and receive fringe benefits and perquisites generally provided to similarly situated employees of the Company in accordance with applicable Company plan, policy or program, which currently include group health, life and dental insurance, and a 401(k) plan. Notwithstanding the foregoing, the Company retains the right to change, add or cease any particular compensation or benefit for its employees in its sole discretion; and
(c) The Company will reimburse you for all reasonable travel, business development, meals, entertainment and other expenses incurred by you in connection with the performance of your duties and obligations on behalf of the Company. You will comply with such limitations and reporting requirements with respect to expenses as may be established by the Company from time to time and will promptly provide all appropriate and requested documentation in connection with such expenses.
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7. Indemnity. As an executive of the Company, the Company will provide you with an Indemnity Agreement on the Company’s standard form.
(a) | This Agreement, together with the agreements referenced herein, will constitute our entire agreement as to your employment by the Company and will supersede any prior agreements or understandings, whether in writing or oral. |
(b) | This Agreement and your employment are contingent upon the Company’s standard onboarding processes, which may include background and reference checks and satisfactory proof of your right to work in the United States. You agree to provide any documentation or information at the Company’s reasonable request to facilitate these processes (if any). |
(c) | This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. |
(d) | The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding and enforceable. Except as modified hereby, this Agreement shall remain unmodified and in full force and effect. |
(e) | This Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or otherwise transfer this Agreement or its obligations, duties and rights under this Agreement; provided, however, that in the event of the merger, consolidation, transfer or sale of all or substantially all of the assets of the Company, the Company may assign its rights and obligations hereunder and, in the event of such assignment, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall be solely obligated to discharge and perform all of the promises, covenants, duties and obligations of the Company hereunder. |
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(f) | All notices shall be in writing and shall be delivered personally (including by courier), by overnight receipted courier service (such as UPS or Federal Express) or sent by certified, registered or express mail, postage prepaid, to the Company at the following address: Ribbon Communications Legal Department, 0000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx 00000, and to you at the most current address we have in your employment file. Any such notice shall be deemed given when so delivered personally or, if by certified, registered or express mail, postage prepaid mailed, forty-eight (48) hours after the date of deposit in the mail. Any party may, by notice given in accordance with this paragraph to the other party, designate another address or person for receipt of notices hereunder. |
(g) | Arbitration. |
i. | Any controversy, dispute or claim arising out of or relating to this Agreement or the breach hereof which cannot be settled by mutual agreement will be finally settled by binding arbitration in the county where you performed your principal work duties for the Company, under the jurisdiction of the American Arbitration Association or other mutually agreeable alternative arbitration dispute resolution service, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association or other selected service, modified only as herein expressly provided. You acknowledge receipt of the applicable AAA Employment Arbitration Rules and Mediation Procedures which may be found at the AAA website here xxxxx://xxx.xxx.xxx/Xxxxx. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. |
ii. | The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. shall govern the interpretation and enforcement of this arbitration clause. The decision of the arbitrator on the points in dispute will be final, non-appealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. |
iii. | The fees and expenses of the arbitration will be borne as provided in the AAA Costs of Arbitration section, and each party will bear the fees and expenses of its own attorney, unless the arbitrator finds that a statutory award of attorneys’ fees and/or costs is appropriate. |
iv. | The parties waive their rights to a class or collective action. The parties agree that claims may not be joined, consolidated, or heard together with claims of any other current or former employee of the Company or other third party. |
v. | The parties agree that this Section 8(g) has been included to resolve any disputes between them with respect to this Agreement or your employment, and that this Section 8(g) will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or actions seeking an injunction or temporary restraining order and other than claims for unemployment insurance benefits or workers compensation benefits or other claims which by law cannot be subject to a mandatory arbitration agreement. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive, to the maximum extent allowed by law, any and all right to a class or collection action or a trial by jury in or with respect to such litigation. |
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vi. | The parties will keep confidential, and will not disclose to any person, except as may be required by law or the rules and regulations of the Securities and Exchange Commission or other government agencies, the existence of any controversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof; notwithstanding the foregoing, nothing herein shall restrict you from communicating with a government agency or engaging in protected concerted activity that cannot be waived by such an agreement not to disclose. |
(h) | This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof or of any other jurisdiction. |
(i) | The Company is an equal opportunity employer. |
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Sincerely,
/s/ Xxxxx XxXxxxxxxx | |
Xxxxx XxXxxxxxxx |
On behalf of Ribbon Communications Inc. and Ribbon Communications Operating Company, Inc.
Accepted as of the first date set forth above by:
/s/ Xxxx Xxxxxxxx | |
Xxxx Xxxxxxxx |
Signature Page to Employment Letter
Attachment 1
Severance Agreement
[see attached]
Attachment 2
Confidentiality, Non-Competition, Non-Solicitation And Assignment of Inventions Agreement
[see attached]
Attachment 3
Form of Share Price PSU Award Agreement
[see attached]
Attachment 4
Form of 2025 PSU Award Agreement
[see attached]