Form 10-Q PINTEREST, INC. For: Mar 31

April 28, 2021 6:04 AM

Exhibit 10.1

Pinterest, Inc.

Non-Employee Director Compensation Policy

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Pinterest, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber members of the Company’s Board of Directors (the “Board of Directors”) who are not also employees, officers, consultants, advisors or independent contractors of the Company or its subsidiaries (“Non-Employee Directors”). In furtherance of this purpose, all Non-Employee Directors shall be compensated for services provided to the Company as set forth below:

1.Cash Retainers

a.Annual Retainer for Board Membership: $50,000 for service as a member of the Board.

b.Additional Annual Retainer for Non-Executive Chairperson: $40,000 per year for service as the Non-Executive Chairperson of the Board of Directors.

c.Additional Annual Retainer for Lead Independent Director: $37,500 per year for service as the Lead Independent Director of the Board of Directors.

d.Additional Annual Retainers for Committee Membership:


Audit Committee Chair			$25,000
Audit Committee Member (other than the Chair)			$12,500
Compensation Committee Chair			$20,000
Compensation Committee Member (other than the Chair)			$10,000
Nominating and Corporate Governance Committee Chair			$10,000
Nominating and Corporate Governance Committee Member (other than the Chair)			$5,000

e.Payment of Annual Retainers; Pro-Ration: All cash retainers shall be paid prospectively on a quarterly basis, pro-rated for any Non-Employee Director whose service (or whose service in any of the additional capacities described above) commences during a calendar year such that the annual retainer is reduced proportionately for any calendar month prior to the month in which such service commenced.

Exhibit 10.1

2.Equity Awards

Grants of equity awards to Non-Employee Directors pursuant to this Policy will be automatic and nondiscretionary (without the need for any additional corporate action by the Board of Directors or the Compensation Committee) and will be made in accordance with the following provisions:

a.Initial Equity Grant. On the date on which any Non-Employee Director first begins providing services to the Company as a member of the Board of Directors, by reason of election by shareholders or appointment by the Board of Directors, he or she shall receive an initial grant of restricted stock units (“RSUs”) under the Company’s 2019 Stock Plan (the “Plan”) determined by dividing $400,000 by the Fair Market Value (as defined in the Plan) on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such purpose prior to such grant (the “Initial Equity Grant”). The RSUs subject to the Initial Equity Grant shall vest in three equal, annual installments on each anniversary of the date of grant, subject to such Non-Employee Director’s continued service as a Non-Employee Director through each such vesting date.

b.Annual Equity Grant. Each Non-Employee Director shall receive an annual grant of RSUs under the Plan determined by dividing $260,000 by the Fair Market Value on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such purpose prior to such grant (the “Annual Equity Grant”). The RSUs subject to the Annual Equity Grant shall vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the Company’s next regular annual shareholders meeting, in either case subject to such Non-Employee Director’s continued service as a Non-Employee Director through such vesting date. Annual Equity Grants shall be made on the day immediately after the Company’s regular annual shareholders meeting to Non-Employee Directors who are serving on the Board on such date.

c.Acceleration. All RSUs granted pursuant to this Policy shall vest in full immediately prior to, but conditioned upon, the consummation of a Change in Control (as defined in the Plan).

d.Revisions. The Board of Directors in its discretion may change and otherwise revise the terms of awards to be granted pursuant to this Policy, including, without limitation, the number of shares subject thereto or the vesting terms of such awards, on a prospective basis, to the extent permitted by the Plan.

3.Expenses

The Company will reimburse Non-Employee Directors for any reasonable out-of-pocket travel expenses incurred by them in attending meetings of the Board of Directors or any Committee thereof.

Effective: February 25, 2021

Exhibit 10.2

Employment agreement


						Your employment
POSITION						Christine Flores You’ll be a General Counsel You’ll report to Ben Silbermann You’ll work out of our office in San Francisco You may need to travel for work from time to time Your first day will be TBD

OBLIGATIONS TO PINTEREST						You agree to devote your working hours and full-time efforts to Pinterest while you’re employed here. We don’t mind if you serve on any corporate, civic, charitable boards or committees that you feel passionate about; give lectures and talks; or teach at schools—as long as these things don’t interfere with your Pinterest duties or violate your confidentiality obligations. You also agree to follow all our policies and rules.

CONFLICTING OBLIGATIONS						You must tell us before your first day about any obligations or commitments that are inconsistent with the duties we’ve outlined in this agreement. By signing this agreement, you’re promising that: •You will not use or disclose any trade secrets, proprietary information or intellectual property that you or any other person have a right, title or interest to in connection with the work you do at Pinterest; •You have returned any property or confidential information that belongs to your former employers; and •You aren’t violating the rights of anyone by accepting employment here at Pinterest.

						Your compensation
SALARY						We agree to pay you an initial base salary at a gross annual rate of $300,000.00 based on our standard payroll procedures. Our compensation team will review your salary rate at least once a year.

STOCK GRANT						Subject to our Board’s approval, we’ll grant you 1,750,000 restricted stock units (RSUs). Each RSU will entitle you to 1 share of Pinterest common stock after the RSU vests. The RSU will be subject to two vesting conditions – a “Service-Based Vesting Condition” and an “Event-Based Vesting Condition”. Both of these vesting conditions must be met for each RSU before the RSU will settle and you will receive shares. The Service-Based Vesting Condition will be met as you provide service to the Company over time as follows: 1/4 of the RSUs will vest when you complete 12 months of continuous service with the Company, and 1/16 of the RSUs will vest on each 3-month anniversary of continuous service with the Company after that. The Event-Based Vesting Condition will be met if the Company completes an IPO or a Change in Control (as defined in Appendix 1), in either case, within 7 years of the RSU grant date. When both vesting conditions are met for an RSU, the RSU will settle, and you will receive shares, at the time and in the manner set forth in the standard form Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, which will set forth the terms and conditions applicable to the RSUs. Your RSUs will also be subject to our 2009 Stock Plan. Notwithstanding the above, the Service-Based Vesting Condition applicable to your RSUs will be met on an accelerated basis such that you will be treated as if you have completed two years of continuous service with the Company (i.e. 50% of your RSUs will be vested) (the “Acceleration”) if (i) on or before the second anniversary of your employment start date, and (ii) within 90 days before a Change in Control, or one year after a Change in Control, either of the following occurs (either, a “Triggering Termination”):


						1.Pinterest terminates your employment without Cause (as defined in Appendix 1); or 2. You terminate your employment for Good Reason (as defined in Appendix 1); and in either case, you comply with the Obligations (as defined in Appendix 1). Any Acceleration that occurs pursuant to the provisions above shall be effective as of the date your employment terminates or, if later, the consummation of the Change in Control. Further, notwithstanding anything stated herein, if your RSUs are not assumed or replaced with similar equity awards in connection with a Change in Control, you will be entitled to the Acceleration set forth above, and the Acceleration shall occur effective immediately prior to, and contingent upon, the consummation of the Change in Control, as long as your service will continue with the acquirer after the consummation of the Change in Control (i.e., the Acceleration will not occur in this case if, prior to or in connection with a Change in Control, you are terminated for Cause, or you resign for any reason other than Good Reason, or you experience a Triggering Termination but you do not comply with the Obligations).

SIGN-ON BONUS						In your first paycheck after you start, we’ll pay you a sign-on bonus of $150,000.00. If you quit or your employment is terminated within twelve months of your start date for any reason, you’ll pay back a portion of the bonus prorated to the number of months you were employed, and you authorize Pinterest to withhold this amount from any payments Pinterest might owe you at the time of your departure.

ADDITIONAL BONUS						After one year of continuous service, we’ll pay you a one-time bonus of $150,000.00. If you quit or your employment is terminated prior to that time for any reason, you will not be entitled to the bonus. If you quit or your employment is terminated after that time but within twelve months of your start date for any reason, you’ll pay back a portion of the bonus prorated to the number of months you were employed, and you authorize Pinterest to withhold this amount from any payments Pinterest might owe you at the time of your departure.

EMPLOYEE BENEFITS						You’ll be eligible for vacation and other time off and to participate in the employee benefit plans maintained by Pinterest, all subject to Pinterest’s standard policies.

BUSINESS EXPENSES AND TRAVEL POLICY						We’ll reimburse you for all reasonable and necessary businesses expenses so long as you follow our reimbursement procedure.

						Termination
AT-WILL EMPLOYMENT						You’ll be an “at-will” employee, which means that you or Pinterest can terminate your employment any time and for any reason, without cause or notice. This agreement takes the place of anything you may have been told or agreed to already and is the full agreement between you and Pinterest on the “at-will” nature of your employment. The only way your “at-will” status can change is through a written agreement signed by you and an authorized officer of Pinterest.

YOUR RIGHTS AFTER TERMINATION OF EMPLOYMENT						If Pinterest terminates your employment, you’ll only be entitled to compensation, benefits and reimbursements earned or accrued before your termination date.

						Before you start
CONFIDENTIALITY AGREEMENT						You must sign and deliver a copy of the confidentiality agreement attached to this agreement on or before your start date.

RIGHT TO WORK						Federal immigration law requires that you provide us with evidence of your identity and eligibility for employment in the United States. We will ask you to provide this on your first day of work.


						Successors
PINTEREST’S SUCCESSORS						Pinterest’s successors may enforce this agreement and Pinterest’s rights under it, so if someone else takes over all or most of Pinterest’s business and/or assets, this agreement will apply to that entity the same way it would apply to Pinterest.

YOUR SUCCESSORS						Your personal or legal representatives executors, administrators, successors, heirs, distributees, devisees and legatees may enforce this agreement and your rights under it.

						Miscellaneous stuff
NOTICE						You agree to keep us up to date on your address. We’ll send you communications relating to this agreement in writing. We may deliver these communications personally, send them by registered or certified mail, or express delivery service such as FedEx. You will be deemed to receive these communications when we deliver them to you personally, or when we send them via registered or certified mail or express delivery service to the address you most recently provided in writing. Please address any correspondence with us to our official business address directed to the attention of the company’s Secretary.

WHOLE AGREEMENT						This agreement and the confidentiality agreement attached to it represent the entire agreement between you and Pinterest regarding the subjects they cover. You acknowledge that you and Pinterest have no other agreements or understandings (oral or written, express or implied) regarding the subjects covered by this agreement, and you have not made or received any additional representations relating to these subjects. The terms of this agreement may only be modified by written agreement that you and an officer of Pinterest sign.

WITHHOLDING TAXES						If the law or tax code requires it, the payments made under this agreement could be reduced.

CHOICE OF LAW AND SEVERABILITY						This agreement will be interpreted according to the laws of the State of California, without giving effect to provisions governing the choice of law. If any provision in this agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction because of the scope, extent or duration of its coverage, then this provision will be considered amended to the minimum extent necessary to bring it into line with the law (so it’s valid and enforceable). If we can’t amend the provision without significantly changing either your or our intentions, then we’ll strike the provision and the rest of this agreement will stay in effect. If any provision of this agreement is rendered illegal by any present or future statute, law, ordinance or regulation, then that provision will be curtailed or limited only to the minimum extent necessary to make the provision comply with the law. All the other terms and provisions of this agreement will stay in effect.

ASSIGNMENT						This agreement and all your rights and obligations in it are personal to you – you can’t transfer or reassign them. Pinterest may assign it rights under this agreement to any entity that takes over our obligations under this agreement in connection with a sale or transfer of assets or control.

COUNTERPARTS						This agreement may be signed in two or more counterparts. Each of these will be considered an original, and together they will constitute a single agreement.

And now for the good stuff

We’re all delighted to extend this offer to you, and we hope you’ll join us soon! If you’d like to accept, please sign and return this offer letter, along with a signed and dated original copy of the attached confidentiality agreement, by February 27, 2017.


Sincerely,

/s/ Ben Silbermann						/s/ Evan Sharp
Ben Silbermann, Co-Founder						Evan Sharp, Co-Founder
Pinterest						Pinterest

Please sign below:

/s/ Christine Flores
Signature

Christine Flores
Printed Name

2/27/2017
Date

Appendix 1

The following definitions apply to the accelerated vesting provisions in this Agreement.

“Change of Control” means a Triggering Event; provided, a transaction will not be considered a Change of Control unless the transaction also qualifies as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5)(i)

“Triggering Event” means: (i) a sale, transfer or disposition of all or substantially all of the Company’s assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”); or (iii) the consummation of a transaction in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than an Excluded Entity, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing a majority of the total voting power represented by the Company’s then outstanding voting securities. Notwithstanding anything stated herein, a transaction shall not constitute a “Triggering Event” if (1) its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (2) the transaction involves a change in the beneficial ownership of securities of the Company as a result of a financing of the Company, a transaction whereby current and/or former service providers are offered the opportunity to sell Company securities, on a one-off basis, in a secondary/liquidity transaction, or any similar transaction, in each case, as determined by the Board, in good faith, in its’ sole and absolute discretion.

“Cause” means any of the following: (a) you willfully engage in conduct that is in bad faith and materially injurious to Pinterest, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (b) an act of gross negligence, dishonesty, fraud or misrepresentation made by you in connection with your responsibilities to Pinterest that is materially injurious to Pinterest, (c) your unauthorized use or disclosure of any proprietary information or trade secrets of Pinterest or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with Pinterest that is materially injurious to Pinterest; (d) you commit a material breach of any written agreement between you and Pinterest that causes harm to Pinterest, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from Pinterest; (e) your repeated or material failure to comply with Pinterest’s written policies or rules, which written policies or rules have been provided or made available to you; (f) you willfully refuse to implement or follow a lawful directive by your supervisor, directly related to your duties, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from Pinterest; (g) you engage in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from Pinterest; (h) your willful, material violation of any law or regulation applicable to the business of Pinterest that is materially injurious to Pinterest; and (i) your conviction of, or plea of nolo contendere to, a felony or any crime that, in either case, has resulted in or is reasonably expected to result in loss, damage or injury to the property, reputation, or employees, consultants, Board members or stockholders of Pinterest. For purposes of clarity, all references herein to Pinterest include references to any successor to Pinterest and any affiliate or subsidiary to Pinterest or any such successor, and a termination without “Cause” does not include any termination that occurs as a result of your death or disability.

“Good Reason” means your resignation due to any of the following conditions which occur without your written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (a) a material reduction in your duties, authority or responsibilities relative to your duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction, provided that a mere change of title alone shall not constitute such a material reduction; (b) a requirement that you change your principal office to a facility that increases your one-way commute by more than forty (40) miles from your commute to the location at

which you are employed immediately prior to such change, or (c) your then current annual base salary is reduced by more than ten percent (10%) (other than in connection with a general decrease in the salary of similarly situated employees or, following a Change in Control, to the extent necessary to make your salary commensurate with those other employees of the Company or its successor entity or parent entity who are similarly situated with you following such Change in Control. In order for you to resign for Good Reason, you must provide written notice to Pinterest (or its successor) of the existence of the Good Reason condition within thirty (30) days of the initial existence of the Good Reason condition. Upon receipt of the notice, the Company (or its successor) will have 30 days to remedy the Good Reason condition and not be required to provide for the benefits described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30 day period, you may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30day cure period.

“Obligations” mean (i) you have returned all Pinterest property in your possession within ten (10) days following your termination, and (ii) you have executed a full and complete general release of all claims that you may have against Pinterest or persons affiliated with Pinterest in the form provided by Pinterest and such release has become effective no later than the thirtieth (30th) day after your termination.

Confidential agreement and invention assignment


1) MY RELATIONSHIP WITH PINTEREST						This agreement applies to my employment relationship with Pinterest Inc., and any of its present or future subsidiaries, affiliates or successors (“Pinterest”). It also applies if my employment ends but Pinterest hires me again or asks me to consult within a year, unless we agree otherwise in writing. For purposes of this agreement, my employment or consulting relationship with Pinterest – whether it started before, on, or after this agreement’s date – will be called the “Relationship”.

2) CONFIDENTIAL INFORMATION						(a) Definition “Confidential Information” is any information or material that people outside of Pinterest don’t generally know about or have access to, as well as any information or material that third parties give to Pinterest in confidence. Confidential Information includes Company Inventions (defined below), business or financial information, knowledge, plans, forecasts, or anything else a reasonable person would understand to be confidential. Confidential Information doesn’t include information that becomes generally known or available to the public, so long as it doesn’t become known or available to the public because of anything I did, or anything I was supposed to do but didn’t do. (b) Protection I understand that Pinterest will provide me with Confidential Information so that I can do my job. I’ll keep Confidential Information confidential during and after the Relationship. I won’t use Confidential Information except to do my job, and for the benefit of Pinterest. I won’t share Confidential Information with anyone outside the company or make copies of Confidential Information unless I get written permission from Pinterest. c) Third Party Information The things I’m agreeing to in Section 2 are for the benefit of Pinterest and any third party that gives information or material to Pinterest in confidence. While working at Pinterest, I won’t share or use any confidential or secret information received from third parties unless they have expressly permitted me to do so. (d) Other Rights This agreement supplements, but doesn’t supersede, any rights that Pinterest has to protect trade secrets or any other confidential or proprietary information.

3) INVENTIONS						(a) My Inventions “Inventions” means any discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets, or original works of authorship, regardless of whether these things are patentable, copyrightable or otherwise legally protectable. This includes products, designs, systems, methods, processes, configurations, and many other things. In Exhibit A, I’ve listed all Inventions that belong to me (alone or with others) and relate to Pinterest’s business or its products. I retain my rights in these listed Inventions, and I’m not assigning those rights to Pinterest. If no list is attached, that means I have no Inventions that relate to Pinterest’s business or its products. If I use or incorporate any Invention that belongs to me (alone or with others) in the course of my work at Pinterest, I’ll tell Pinterest first. Whether I tell Pinterest or not, I give Pinterest the right to use that Invention. Legally speaking, I grant Pinterest a non-exclusive, fully paid-up, royalty free, assumable, perpetual, worldwide license freely use that Invention under all intellectual property laws around the world. This license may be transferred or sublicensed by Pinterest at any time, without restriction.


						(b) Company Invention “Company Inventions” means any Invention that I author, discover, develop, dream up, improve, or reduce to practice during this Relationship (alone or with others), unless that Invention is excluded under the applicable state law (which I can reference in Exhibit B). If I believe that any Invention that I author, discover, develop, dream up, improve, or reduce to practice during this Relationship (alone or with others) is excluded by the provisions of Exhibit B, I’ll tell Pinterest promptly. I’ll tell Pinterest about all Company Inventions, and hold them in trust for the sole benefit of Pinterest. Whether I tell Pinterest or not, I hereby assign to Pinterest or its designee all my rights, title and interest throughout the world to all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights in all Company Inventions. I agree that all Company Inventions that are made by me (alone or with others) are “works made for hire” to the greatest extent permitted by law, and that I’ve been compensated for them by my salary. I waive all claims, present or future, for infringement of any Company Invention. Any assignment of Company Inventions includes all so-called “moral rights,” “artist’s rights,” “driot moral,” or similar rights and if those rights can’t be assigned under applicable law, I waive all those rights. c) Records I’ll keep and maintain good records of all Company Inventions I make (alone or with others) during the Relationship. These records will be the sole property of Pinterest. I won’t take these records from the workplace except where company policies allow, and I understand that Pinterest may revise these policies from time to time. At the end of the Relationship, I’ll give these records and any copies of them to Pinterest, as required by Sections 5 and 6 of this agreement. d) Assistance In Securing Intellectual Property Rights I’ll help Pinterest or its designees secure and maintain all available rights in Company Inventions, including copyrights, patents, trademarks, moral rights, or any other possible rights, in all countries around the world. If asked, I’ll provide all information and sign all documents necessary to submit applications, specifications, assignments, recordations, oaths or anything else that will help

4) INTEREST PROPERTY AND DOCUMENTS						I understand I have no expectation of privacy when it comes to Pinterest’s communication or information systems (including files, emails and voicemails), and Pinterest may monitor my use of these systems at any time without notice. I understand that Pinterest may inspect any of its property at the workplace, including equipment, physical and electronic storage, and work spaces, among other things, at any time without notice. When my Relationship with Pinterest ends, I’ll return all equipment Pinterest has provided. I’ll also return all documents, information and other materials that belong to Pinterest, and won’t keep (or recreate) any copies.

5) TERMINATION CERTIFICATION						Upon the termination of my employment, I’ll sign the “Termination Certification” in Exhibit C. Even if I don’t sign the Termination Certification, I’m still bound by the terms of this agreement.

6) NOTICE TO THIRD PARTIES						Pinterest may tell third parties that I agreed to this confidentiality agreement, both during and after our Relationship.

7) SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHERS						During our Relationship and for a year after it ends, I won’t encourage Pinterest employees or consultants to leave Pinterest, or recruit them for other employment. I won’t, at any time, use Confidential Information to deter Pinterest’s clients or customers from doing business with Pinterest, or encourage them to do business with any company that competes directly or indirectly with Pinterest. Nor will I use Confidential Information in any other way that’s contrary to the interests of Pinterest.


8) AT-WILL RELATIONSHIP						I understand I’m an “at-will” employee. I may terminate my employment with Pinterest, and Pinterest may do likewise, at any time for any reason or no reason, without any further obligations, other than the parts of this agreement that continue in effect after the Relationship.

9) REPRESEN- TATIONS AND COVENANTS						(a) Cooperation If Pinterest asks, I’ll execute any oath, or verify any document required to carry out the terms of this agreement during the Relationship or after. (b) No Conflicts In signing this agreement, I’m not violating any agreements with, or promises to, any other person or company, and I won’t enter into any written or verbal agreement that conflicts with this one. I’ll honor all agreements and confidentiality obligations I have to any other party, and promise not to disclose to Pinterest any Inventions or Confidential Information belonging to anyone else. On Exhibit A, I’ve listed any agreements I have with current or past employers or other parties that might restrict my ability to accept this job, engage Pinterest’s customers or service providers, or perform my duties at and obligations to Pinterest. I’m not performing any services for any business (or proposed business) whose products or services might compete with Pinterest’s products or services, or any new products or services that Pinterest develops during the Relationship, nor do I intend to do so. If I want to do so in the future, I’ll tell Pinterest in writing, identify the organization I want to work for, and provide Pinterest with all of the information it needs to determine if that work would conflict with the interests of Pinterest. (c) Voluntary Execution I’ve read and understand all provisions of this agreement. I accept them voluntarily and promise to comply with all of them.


10) GENERAL PROVISIONS						(a) Governing Law The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. (b) Entire Agreement This agreement contains the entire understanding and agreement between me and Pinterest, regardless of any previous discussions we may have had. This agreement will apply regardless of any changes in my duties or compensation, and the terms of the agreement can’t be changed unless the changes are made in writing and we’ve both signed them. I understand that Pinterest can’t waive any of the rights, or give any of the permissions discussed in this agreement, unless it does so in writing through an authorized officer of the company and with proper approval from Pinterest’s Board of Directors. (c) Severability If any part of this agreement is found to be void or unenforceable, that part will remain enforceable to the maximum extent allowed by law, and the rest of the agreement won’t be affected. Pinterest and I have attempted to limit my right to use, keep and share Pinterest’s Confidential Information and to limit my right to solicit employees and customers only to the extent necessary to protect Pinterest from unfair competition. If a court decides that these restrictions are too broad, Pinterest and I want the court to rework, modify and enforce the restrictions in such way as to allow them legally in light of the circumstances at that time.
						(d) Successors and Assigns My heirs, executors, administrators and legal representatives, and my successors and assigns are also bound by this agreement. This agreement is for the benefit of Pinterest and its successors and assigns. (e) Remedies I recognize that violating this agreement could cause Pinterest irreparable harm. I therefore agree that Pinterest is entitled to seek extraordinary relief in court, for any violation of this agreement, including temporary restraining orders, and preliminary and permanent injunctions without the necessity of posting a bond or other security, in addition to any other remedies Pinterest might have. If a bond or security is required, I agree that a $1000 bond is adequate. (f) Advice of counsel I acknowledge that I’ve had the opportunity to get advice about this agreement from independent legal counsel. I’ve read and I understand all parts of this agreement, and agree the agreement won’t be construed against either party by reason of drafting or preparation.

The parties executed this agreement on the dates specified below to be effective on the Effective Date.


Sincerely,

/s/ Ben Silbermann						/s/ Evan Sharp
Ben Silbermann, Co-Founder						Evan Sharp, Co-Founder
Pinterest						Pinterest

Please sign below:

/s/ Christine Flores
Signature

Christine Flores
Printed Name

2/27/2017
Date

Exhibit A

A list of inventions and original works

of authorship excluded under Section 4(a)

Title

Identifying # or description

Date



☒	No inventions, improvements or original works of authorship
☒	Additional sheets attached
		/s/ Christine Flores
		Signature

Christine Flores		2/27/2017
Printed Name		Date

Exhibit B

Section 2870 of the California Labor Code says:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Exhibit C

Termination certification

By signing this, I certify that I’ve returned, and don’t have in my possession, all equipment, documents, information, and other materials that belong to Pinterest, and any copies or reproductions of these things.

I also certify that I’ve complied with all parts of Pinterest’s Confidential Information and Invention Assignment Agreement that I signed when I joined Pinterest, including reporting any Inventions that I made or dreamed up (alone or with others) during my Relationship with Pinterest.

As I agreed to in the Confidential Information and Invention Assignment Agreement, I’ll keep Confidential Information confidential, including Company Inventions, business or financial information, knowledge, plans, forecasts, or anything else a reasonable person would understand to be confidential

For a year from the date of this Certification, I won’t encourage Pinterest employees or consultants to leave Pinterest, or recruit them for other employment.

I won’t, at any time, use Confidential Information to deter Pinterest’s clients or customers from doing business with Pinterest, or encourage them to do business with any company that competes directly or indirectly with Pinterest. Nor will I use Confidential Information in any other way that’s contrary to the interests of Pinterest.




Signature


Printed Name									Date

Exhibit 10.3

COLD BREW LABS INC.

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May 13, 2011

Evan Sharp

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Re: EMPLOYMENT AGREEMENT

Dear Mr. Sharp:

On behalf of Cold Brew Labs Inc., a Delaware corporation (the "Company"), I am pleased to offer you the position of Co-Founder. Your employment by the Company shall be governed by the following terms and conditions (this "Agreement"):

1. Duties and Scope of Employment.

(a) Position. For the term of your employment under this Agreement (your "Employment"), the Company agrees to employ you in the position of Co-Founder, reporting to the Company's Board of Directors (the "Board"). You will be working out of the Company's office in or around Palo Alto, CA, although you understand and agree that you may be required to travel from time to time for business reasons. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position.

(b) Obligations to the Company. During your Employment, you shall devote your full business efforts and time to the Company’s business. You may, however, serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions, provided that such activities do not individually or in the aggregate interfere with the performance of your duties under this Agreement or violate the terms of the Confidential Information and Invention Assignment Agreement between you and the Company. You shall comply with the Company’s policies and rules, as they may be in effect from time to time during your Employment.

(c) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. In connection with your Employment, you shall not use or disclose any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and your Employment will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prior employer.

(d) Commencement Date. You shall commence full-time Employment as soon as reasonably practicable and in no event later than [May 30, 2011) (the "Start Date")

2. Compensation.

(a) Salary. The Company shall pay you as compensation for your services an initial base salary at a gross annual rate of$110,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. The annual compensation specified in this Section 2, together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as "Base Salary." The Board or any Compensation Committee of the Board shall review your Base Salary at least annually.

(b) Stock Options. Subject to the approval of the Company's Board of Directors (the "Board"), the Company shall grant you a stock option covering 441,250 shares of the Company's Common Stock (the "Option''). The Option shall be granted as soon as reasonably practicable after the date of this Agreement or, if later, the date you commence full time Employment. The exercise price per share will be equal to the fair market value per share on the date the Option is granted, as determined by the Board in good faith compliance with applicable guidance in order to avoid having the Option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with

accepting an option to purchase the Company's Common Stock. The term of the Option shall be ten (10) years, subject to earlier expiration in the event of the termination of your services to the Company. The Option shall vest 3/48 of the total number of option shares after each 3-month period of full time employment. The Option will be an incentive stock option to the maximum extent allowed by the tax code and shall be subject to the other terms and conditions set forth in the Company's 2009 Stock Plan and in the Company's standard form of Stock Option Agreement.

3. Vacation/PTO and Employee Benefits. During your Employment, you shall be eligible to accrue paid vacation/ paid time off, pro-rated for the remainder of this calendar year, in accordance with the Company's vacation/ paid time off policy, as it may be amended from time to time. During your Employment, you shall be eligible to participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.

4. Business Expenses; Travel Policy. The Company will reimburse you for your necessary and reasonable business expenses incurred in connection with your duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

5. Termination.

(a) Employment at Will. Your Employment shall be “at will,” meaning that either you or the Company shall be entitled to terminate your Employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between you and the Company on the “at-will” nature of your Employment, which may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.

(b) Rights Upon Termination. Except as expressly provided herein, but subject to the provisions of any Common Stock Purchase Agreement or Stock Restriction Agreement entered into between you and the Company, upon the termination of your Employment, you shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement for the period preceding the effective date of the termination.

6. Pre-Employment Conditions.

(a) Confidentiality Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date.

(b) Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States.

7. Successors.

(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that becomes bound by this Agreement.

(b) Your Successors. This Agreement and all of your rights hereunder shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Miscellaneous Provisions.

(a) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In your case, mailed notices shall be addressed to you at the home address that you most recently communicated to the Company in writing. In the case of the Company,

mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by you and by an authorized officer of the Company (other than you). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Whole Agreement. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

(d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.

(e) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State of California without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

(f) No Assignment. This Agreement and all of your rights and obligations hereunder are personal to you and may not be transferred or assigned by you at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated original copy of the Confidentiality Agreement.


						Very truly yours,

						COLD BREW LABS INC.

						By: /s/ Ben Silbermann
						(Signature)

						Name: Ben Silbermann

						Title: Co-Founder
ACCEPTED AND AGREED:

EVAN SHARP

By: /s/ Evan Sharp
(Signature)

5/17/2011
Date

Attachment A: Confidential Information and Invention Assignment Agreement.

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Benjamin Silbermann, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pinterest, Inc.;

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;

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;

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:

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;

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;

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

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

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):

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

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.


	PINTEREST, INC.


Date: April 27, 2021	By:	/s/ Benjamin Silbermann
		Benjamin Silbermann
		Co-Founder, President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Todd Morgenfeld, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pinterest, Inc.;

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.


	PINTEREST, INC.


Date: April 27, 2021	By:	/s/ Todd Morgenfeld
		Todd Morgenfeld
		Chief Financial Officer and Head of Business Operations
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin Silbermann, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Pinterest, Inc. for the fiscal quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pinterest, Inc.

I, Todd Morgenfeld, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Pinterest, Inc. for the fiscal quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pinterest, Inc.


	PINTEREST, INC.


Date: April 27, 2021	By:	/s/ Benjamin Silbermann
		Benjamin Silbermann
		Co-Founder, President and Chief Executive Officer
		(Principal Executive Officer)

Date: April 27, 2021	By:	/s/ Todd Morgenfeld
		Todd Morgenfeld
		Chief Financial Officer and Head of Business Operations
		(Principal Financial Officer)

The foregoing certifications are furnished and are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and are not deemed to be incorporated by reference into any filing of Pinterest, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Pinterest, Inc. specifically incorporates them by reference.

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Form 10-Q PINTEREST, INC. For: Mar 31

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