Form 10-Q Snap Inc For: Sep 30
Exhibit 10.1
July 12, 2019
Rebecca Morrow
Via email
Dear Rebecca,
Congratulations! Snap Inc. (the “Company”) is pleased to offer you a Full time, Exempt, Regular position as follows, subject to approval by the Company’s Board of Directors (the “Board”):
Offer Summary
Offer Expiration Date: 07/14/2019
Initial Title: Chief Accounting Officer & Controller
Start Date: 09/03/2019
Work Location: 3340 Ocean Park Blvd Santa Monica, California 90405
Compensation: Annual Salary of $400,000.00
RSA: 275,000 Shares, subject to the terms below.
You will be paid biweekly, subject to applicable payroll deductions and withholdings. In addition, employees qualify for a range of benefits. Check out the enclosed benefits documents for more details, or contact recruiting for the current suite of benefits available to you. The Company may change compensation and benefits at its discretion.
Under the Snap Inc. 2017 Equity Incentive Plan or any successor equity plan (the “Plan”), and subject to approval by the Board, the Company will grant you an award of restricted stock awards (“RSA”) of the number of shares stated in the offer summary above. All of the shares issued to you under your RSA will initially be subject to forfeiture, but the forfeiture condition will lapse in equal quarterly installments over four years so long as you remain an employee. The vesting dates of your grant will be set by the Board after your start date and you will be notified of the same. The Company may, in its sole discretion, elect to withhold or sell on your behalf that number of shares required to cover the taxes, withholdings, and other similar obligations due upon the vesting of your RSAs (i.e., as the forfeiture condition lapses). In all cases, your RSA grant will be subject to the terms and conditions of the Plan and the applicable grant agreement.
You are being offered employment at the Company because of the personal skills and experience you have, not because you have any confidential, proprietary, or trade-secret information of a former or current employer. In your work for the Company, we do not want you to use or disclose any such confidential, proprietary, or trade-secret information. Likewise, as an employee of the Company, you may learn about confidential, proprietary, or trade-secret information related to the Company and its clients. To protect the interests of both the Company and its clients, all employees are required to read and sign the enclosed Confidential Information and Inventions Assignment Agreement. Also enclosed for your review and signature is the Conflict of Interest Agreement, the Acknowledgement of At-Will Employment, and the Company’s Arbitration Agreement, which provides that all disputes arising out of your employment must be resolved through binding arbitration. You are required to sign all of the attached documents as a condition of employment at the Company. We encourage you to read all these documents carefully, and to seek independent legal counsel if you have any questions about the meaning or scope of these documents.
The Company retains the discretion to change your position, title, duties, and work location from time to time. As a Snap Inc. employee, you will be expected to follow Company policies and acknowledge in writing that you have read our Employee Handbook. With the exception of the “employment at-will” policy discussed below, the Company also retains the discretion to modify, eliminate, or draft additional policies at any time.
Your employment with the Company is at-will. This means that you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying us. Likewise, the Company
Exhibit 10.1
may terminate your employment at any time or change the terms and conditions of your employment, with or without cause or notice. By signing below, you agree to the at-will nature of your employment and acknowledge that this paragraph describing the at-will nature of your employment supersedes any other agreements or promises made to you by anyone, whether written or oral. Your employment at-will status can only be modified in a written agreement signed by an officer of Snap Inc.
If you accept our offer, we would like you to start on the date stated in the offer summary, above. This offer is contingent upon a background-check clearance, reference check, confirmation that you are not subject to any restrictive covenants that would interfere with your ability to perform your assigned duties at Snap, and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions. This offer letter supersedes any other agreements or promises made to you by anyone, whether oral or written.
If you wish to accept employment at Snap Inc. under the terms described above, please sign and date this offer letter, the enclosed Confidential Information and Inventions Assignment Agreement, Conflict of Interest Agreement, Acknowledgement of At-Will Employment, Export Control Laws Compliance Screening Form, and Arbitration Agreement, and return them all to me by the expiration date stated in the offer summary above.
We’re excited to have you join the team!
Sincerely,
/s/ Scott Withycombe
Scott Withycombe
Senior Director, Human Resources
Accepted and agreed:
/s/ Rebecca Morrow
Rebecca Morrow
Date: July 12, 2019
dateHere1
Exhibit 10.3
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Snap Pricing Addendum No. 9 for Google Cloud Platform
This Addendum No. 9 (the “Addendum”) amends the Google Cloud Platform License Agreement or the Google Cloud Master Agreement previously entered into between Google (“Google”) and the customer in the signature block below (the “Customer”) (as applicable, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
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1. |
Additional Definitions. |
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A. |
“BQ Discount Period” means the period starting [*] the Addendum Effective Date and continuing until the duration of the Term. |
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B. |
“Stackdriver Discount Period” means the period starting on the Addendum Effective Date and continuing until the end of the Discount Periods set forth in Exhibit A – Pricing Exhibit of the Agreement. |
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2. |
Discount. The discounts listed in this Section 2 will replace any prior negotiated pricing or discounts for the respective SKUs described below. |
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A. |
BigQuery Discount. During the BQ Discount Period, Customer will get BQ compressed storage SKU for [*] per month per GB. The customer commits to keeping its BQ compressed storage usage at a minimum of [*] (uncompressed storage) for the duration of the contract. |
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B. |
Stackdriver Discount |
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i. |
Fixed Price Discount. During the Stackdriver Discount Period, Customer will pay the fixed price specified below for the following Stackdriver Logging and Monitoring SKU’s: |
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Stackdriver Service |
SKU |
Fixed Discounted Price |
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Log Volume |
143F-A180-E0BE |
$[*] per gibibyte |
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Metric Volume |
A924-09D0-8854 |
$[*] up to [*] mebibyte
$[*] per mebibyte for [*] to [*] mebibyte
$[*] per mebibyte for [*] to [*] mebibyte
$[*] per mebibyte for [*] mebibyte and above |
Exhibit 10.3
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
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ii. |
Post Stackdriver Discount Period. Unless the parties mutually agree otherwise, if Customer continues to use the Stackdriver Service after the Stackdriver Discount Period, Customer will automatically move to an on-demand pricing model based on the Fees listed at the Fees URL: “https://cloud.google.com/skus” |
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3. |
Miscellaneous. All other terms and conditions of the Agreement remain unchanged and in full force and effect. If the Agreement and the Addendum conflict, the Addendum will govern. This Addendum is subject to the “Governing Law” section in the Agreement. |
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Signed by the parties’ authorized representatives.
GOOGLECUSTOMER: Snap Inc.
By: /s/ Philipp SchindlerBy: /s/ Karl D’Adamo
Name: Philipp SchindlerName: Karl D’Adamo
Title: Authorized SignatoryTitle: Director of Engineering
Date: 2019.09.24Date: Sep 17, 2019
Exhibit 10.4
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Snap Pricing Addendum No. 10 for Google Cloud Platform
This Addendum (the “Addendum”) amends the Google Cloud Platform License Agreement or the Google Cloud Master Agreement previously entered into between Google (“Google”) and the customer in the signature block below (the “Customer”) (as applicable, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
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1. |
Additional Definitions. |
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A. |
“Discount Period” means the period starting [*] the Addendum Effective Date and continuing until the duration of the Term. |
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2. |
Discount Period. |
A.During the Discount Period, Customer will get [*] discount off of then-current list prices for N2 and C2 VMs, Cloud Machine Learning Engine (CMLE) and Cloud Vision API.
B.During the Discount Period, Customer will also get a [*] discount off of then-current list prices for Coldline Storage.
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3. |
Miscellaneous. All other terms and conditions of the Agreement remain unchanged and in full force and effect. If the Agreement and the Addendum conflict, the Addendum will govern. This Addendum is subject to the “Governing Law” section in the Agreement. |
Signed by the parties’ authorized representatives.
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CUSTOMER: Snap Inc. |
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By: /s/ Philipp Schindler |
By: /s/ Karl D’Adamo |
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Name: Philipp Schindler |
Name: Karl D’Adamo |
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Title: Authorized Signatory |
Title: Director of Engineering |
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Date: 2019.09.26 |
Date: Sep 17, 2019 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Evan Spiegel, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Snap Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: October 22, 2019 |
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/s/ Evan Spiegel |
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Evan Spiegel |
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Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Derek Andersen, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Snap Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: October 22, 2019 |
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/s/ Derek Andersen |
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Derek Andersen |
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Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Snap Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
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Date: October 22, 2019 |
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/s/ Evan Spiegel |
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Evan Spiegel |
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Chief Executive Officer (Principal Executive Officer) |
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Date: October 22, 2019 |
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/s/ Derek Andersen |
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Derek Andersen |
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Chief Financial Officer (Principal Financial Officer) |