EX-10.29 4 pi-ex10_29.htm EX-10.29 EX-10.29

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) of the type that the registrant treats as private or confidential.

Exhibit 10.29

IMPINJ, INC.

 

EXECUTIVE EMPLOYMENT AND ARBITRATION AGREEMENT

 

This Executive Employment Agreement (the “Agreement”) is entered into as of December 29, 2022 (the “Effective Date”) by and between Cathal Phelan (“Executive”) and Impinj, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to

Executive’s employment with the Company during the Employment Term (as defined below).

 

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Company and Executive agree as follows:

 

AGREEMENT

 

1.
Duties and Scope of Employment.
a.
Position and Duties. Executive will serve as Chief Innovation Officer of the Company and will report to the Company’s Chief Executive Officer. The duties and responsibilities of Executive shall include the duties and responsibilities for Executive’s corporate office and position as set forth in Company’s bylaws from time to time in effect and such other duties and responsibilities as Company’s Chief Executive Officer may from time to time reasonably assign to Executive, in all cases to be consistent with Executive’s corporate office and position. The period of

Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

b.
Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the Company’s prior approval. Executive will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of Impinj’s General Counsel/Chief Compliance Officer on the Company’s behalf.

Executive’s approved outside professional and board commitments as of the Effective Date are described in Exhibit B. Notwithstanding the foregoing, nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, provided that such activities do not materially interfere with Executive’s obligations to the Company as described above.

2.
At-Will Employment. The parties agree that Executive’s employment with the Company will be “at- will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with the Company.
3.
Announcement and Start Dates. Executive will commence employment on January 1, 2023 (the “Start Date”).
4.
Compensation.
a.
Base Salary. During the Employment Term, the Company will pay Executive an annual salary of

 

 

$360,000 as compensation for his services (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices, and will be subject to the usual, required withholding. Executive’s salary will be subject to review, and adjustments

 

may be made based upon the Company’s normal performance review practices.

b.
Performance Bonus. Executive shall be eligible to receive additional annual bonus compensation according to certain milestones and company performance metrics to be

established by the Company and otherwise applicable to the Company’s executive team (the “Performance Bonus”).

i.
Performance Bonus compensation shall target sixty-five percent (65%) of Base Salary at one hundred percent (100%) achievement of the established milestones and performance metrics, and otherwise will be subject to the Company’s annual Executive Bonus Plan. Performance Bonus achievement may be lower than sixty-five percent (65%) of Base Salary if the performance targets are not met. Subject to the approval of the Board of Directors or its authorized committee (in either case, the “Board”), performance Bonus achievement may be higher than sixty-five percent (65%) of Base Salary if the performance targets are exceeded. The terms of the Executive Bonus Plan are typically structured and approved annually by the Board and may be satisfied in cash or in equity in the Company at the Board’s discretion.
ii.
The Company shall pay any actual Performance Bonus after attainment is determined by the Board in conjunction with the Company’s fourth quarter and year-end earnings announcement following the calendar year to which the bonus is earned. Since Employee retention and ongoing customer service are key purposes of the bonus, Executive must be employed on the payment date to earn and receive his Performance Bonus. Executive’s target Performance Bonus will be subject to review, and adjustments may be made based upon the Company’s normal performance review practices. The Company reserves the right to modify and/or interpret all of its incentive compensation plans, including the Executive Bonus Plan, at any time.
c.
Equity.
i.
Subject to approval by the Board, Executive will be granted 22,000 restricted stock units (the “RSUs”) of Company common stock under the Company’s 2016 Plan. The RSUs will vest as follows: One fourth of the RSUs will vest on the one-year anniversary of your RSU grant date, and thereafter 1/16 of the total number of RSUs will vest every three months thereafter (on the same day of the month as your grant date) so long as Executive remains a Service Provider (as defined in the 2016 Plan), so that all the RSUs shall have vested after 48 months following the RSU grant date. The award RSUs will be subject to the terms of the Plan and the applicable award agreement between you and the Company evidencing the applicable grant (collectively, the “Equity Documents”), and further subject to applicable federal and state securities laws.
ii.
Executive shall be eligible for the Company’s long-term incentive plan, whose amounts and conditions are typically decided and implemented by the Board in its sole discretion annually.
iii.
Executive shall retain his existing consulting and board equity grants upon employment, subject to the terms and conditions of those existing grants.
d.
Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general

 

2

 

applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, life insurance, and disability plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
e.
Paid Time Off. During the Employment Term, Executive will be entitled to paid time off under

 

the Company’s Open Paid-Time Off (PTO) policy, which provides for mutually and reasonably agreed upon paid time off and is subject to change at the discretion of the Company.

f.
Travel Expenses. During the Employment Term, Executive will perform services while resident in California. The Company will reimburse reasonable travel expenses (in compliance with the Company’s then applicable policies) incurred for Executive to periodically travel to the Company’s offices in Seattle, Washington.
5.
Severance.
a.
Termination for other than Cause, Death or Disability or Resignation for Good Reason Apart from Change of Control. If, after ninety (90) days following Executive’s Start Date but prior to a Change of Control, or after twelve (12) months following a Change of Control, (1) the Company terminates Executive’s employment with the Company other than for Cause, death or Disability, or (2) Executive resigns from his employment with the Company for Good Reason, then, subject to Section 6, Executive will be entitled to:
i.
continuing payments of severance pay at a rate equal to his Base Salary, as then in effect, for six (6) months from the date of such termination in accordance with the Company’s normal payroll policies and subject to the usual, required withholding,
ii.
reimbursement of Executive’s expenses in continuing group health insurance coverage for himself and his eligible covered dependents under the Consolidated Omnibus Budget

Reconciliation Act of 1985, as amended (“COBRA”), for up to six (6) months, provided Executive makes a timely election for and continues to be eligible for such continued coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to

continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments, and

iii.
such prorated portion of that year's Performance Bonus, if applicable, based on days worked as a percentage of the calendar year, as Executive may have earned (if any) as of the date of such termination, as determined in good faith by the Board, which amount shall be subject to the usual, required withholding.
iv.
Accelerated vesting of 25% of then unvested portion of outstanding equity awards and extension of exercise period for up to one year following termination.
b.
Termination for other than Cause, Death or Disability or Resignation for Good Reason Following a Change of Control. If within twelve (12) months following a Change of Control

(1) the Company terminates Executive’s employment with the Company other than for Cause,

 

3

 

death or Disability, or (2) Executive resigns from his employment with the Company for Good Reason, then, subject to Section 6, Executive will be entitled to:

i.
continuing payments of severance pay at a rate equal to his Base Salary rate, as then in effect, for six (6) months from the date of such termination in accordance with the Company’s normal payroll policies and subject to the usual, required withholding,
ii.
reimbursement of Executive’s expenses in continuing group health insurance coverage for

 

himself and his eligible covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to six (6) months, provided Executive makes a timely election for and continues to be eligible for such continued

coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA

continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments,

iii.
such portion of that year's Performance Bonus, if applicable, as Executive shall have earned (if any) as of the date of such termination, which amount shall be subject to the usual, required withholding, and
iv.
accelerated vesting of all outstanding Company equity awards as to 100% of the then unvested portion of any such Company equity award.
c.
Termination for Cause, Death or Disability; Resignation without Good Reason. If

Executive’s employment with the Company terminates voluntarily by Executive (except upon resignation for Good Reason), for Cause by the Company or due to Executive’s death or Disability, then:

i.
all vesting will terminate immediately with respect to Executive’s outstanding Company equity awards, and
ii.
all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned, including such portion of that year’s Performance Bonus as Executive shall have earned (if any) as of the date of such termination, as determined in good faith by the Board).
6.
Conditions to Receipt of Severance; No Duty to Mitigate.
a.
Separation Agreement and Release of Claims. The continued payment of salary set forth in Section 5(a) or (b) shall be contingent upon Executive signing and not revoking a release of claims agreement in a form reasonably acceptable to the Company upon termination and provided that such release becomes effective no later than 120 days following the termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”). If the release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the release actually becomes effective. In the

 

4

 

event the termination occurs at a time during the calendar year where the release could become effective in the calendar year following the calendar year in which Executive’s termination occurs, then any severance payments or benefits under this Agreement that would be considered Payments (as defined in Section 6(d)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later,
i.
the Release Deadline,
ii.
such time as required by the payment schedule applicable to each payment or benefit as set forth in Section 5, or

 

iii.
such time as required by Section 6(d)(ii).
b.
Section 409A.
i.
Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Payments”) under Section 409A will be payable until Executive has a “separation from service” within the meaning of Section 409A.
ii.
Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment, then, if required, the Payments, which are otherwise due to Executive on or

within the six (6) month period following Executive’s termination will accrue, to the extent required, during such six (6) month period and will become payable in a lump sum

payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death, if earlier. All subsequent

Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

iii.
Any amounts paid under this Agreement that satisfy the requirements of the “short- term deferral” rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Payments for purposes of clause (i) above.
iv.
Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
v.
Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute a Payment for purposes of clause (i) above.
vi.
The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.
c.
No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any

 

5

 

other source reduce any such payment.
d.
Section 280G. In the event that the payments under this Agreement or otherwise payable to you constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6(f), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be payable either:
i.
in full or
ii.
as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits hereunder, notwithstanding that all or some portion of such

 

benefits may be taxable under Section 4999 of the Code.

Unless the Company and Executive agree in writing, any determination required under this Section 6(f) shall be made in writing by the public accountants designated by the Company. If the amount of the aggregate payments or property transferred to Executive must be reduced under this Section 6(f), then the reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments, if any; (2) cancellation of accelerated vesting of equity awards, if any; and (3) reduction of other benefits, if any, paid to Executive.

7.
Definitions.
a.
Cause. For purposes of this Agreement, “Cause” is defined as, in the Company’s reasoned discretion:
i.
Executive’s conviction of a felony or gross misdemeanor, or the Company’s belief that Executive has committed such an offense;
ii.
Executive’s commission of any material act of fraud or dishonesty with respect to the Company;
iii.
Executive’s intentional misconduct that has a materially adverse effect upon the Company’s business;
iv.
Executive’s breach of any of Executive’s fiduciary obligations as an officer of the Company or of any contractual obligation that Executive has to the Company, in either case where the breach has a materially adverse effect on the Company’s business;
v.
Executive’s willful misconduct or gross negligence in performance of Executive’s duties hereunder, including Executive’s refusal to comply in any material respect with the legal directives of the Board so long as such directives are not inconsistent with Executive’s position and duties, or
vi.
Executive’s death or Disability.

However, prior to any termination of Executive’s employment for Cause defined in clauses (iii),

(iv) or (v) above, the Company shall give written notice to Executive of the actions or omissions deemed to constitute the Cause event, and if it is reasonably susceptible to cure the specified default, Executive shall have a period of not less than thirty (30) days in which to cure the specified default in

Executive’s performance.

b.
Change of Control. For purposes of this Agreement, “Change of Control” of the Company shall have the same meaning as given it in the 2016 Plan.
c.
Code. For purposes of this Agreement, “Code” means the Internal Revenue Code of 1986, as

 

6

 

amended.
d.
Disability. For purposes of this Agreement, “Disability” means Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than three months, or such longer period as may be required under applicable law. Executive shall not be considered disabled unless Executive furnishes proof in such form or manner, and at such times, as the Company may require.
e.
Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation that is effective within ninety (90) days following the notice and cure period (discussed below) of the occurrence of any of the following events without Executive’s consent:
i.
a material reduction of Executive’s Base Salary (for purposes of this Agreement, the

 

reduction of Base Salary by less than 10% from Executive’s then present Base Salary shall not be considered a material reduction), provided that an across-the-board reduction in the salary level of all other senior executives by the same percentage amount as part of a general salary level reduction shall not constitute such a material reduction;

ii.
the assignment to Executive of any duties, or the reduction of Executive’s duties, either of which results in a material diminution in Executive’s authority, duties or responsibilities with the Company in effect immediately prior to such assignment or reduction, or the removal of Executive from such position and responsibilities, unless Executive is provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or
iii.
a material change in the geographic location at which Executive must perform services (for purposes of this Agreement, the relocation of Executive to a facility or a location less than 50 miles from Executive’s then-present location shall not be considered a material change in geographic location).

Executive will not resign for “Good Reason” without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice.

f.
Section 409A Limit. For purposes of this Agreement, “Section 409A Limit” means the lesser of two times:
i.
Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A- 1(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or
ii.
the maximum amount that may be taken into account under a qualified plan pursuant to Section 40l(a)(17) of the Code for the year in which Executive’s employment is terminated.
8.
Confidential Information. Executive agrees to maintain his obligations under the Company’s standard Proprietary Information and Inventions Agreement, attached hereto as Exhibit A, dated on even date herewith (the “Proprietary Information Agreement”).

 

7

 

9.
Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.
10.
Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a well-established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

 

If to the Company: Impinj, Inc.

400 Fairview Ave. N., Suite 1200

Seattle, Washington 98104 Attn: General Counsel

If to Executive: at the last residential address known by the Company.

11.
Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.
12.
Arbitration. In consideration of Executive’s employment with the Company, its promise to arbitrate all employment-related disputes and his receipt of the compensation, pay raises and other benefits paid to his by the Company, at present and in the future, Executive agrees that, to the maximum extent allowable under the Federal Arbitration Act, under which this provision shall be interpreted, any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s employment with the Company or the termination of Executive’s employment with the Company, including any breach of this Agreement, will be subject to binding arbitration under the American Arbitration Association National Rules for the Resolution of Employment Disputes 1, supplemented by the California Code of Civil Procedure (the “Rules”) and pursuant to California law, except as permitted by law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the, the California Government Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with his.
a.
Procedure. Executive agrees that any arbitration will take place in Los Angeles, California and be administered by the American Arbitration Association (“AAA”) and that the neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. Executive agrees that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and

 

8

 

motions to dismiss and demurrers, prior to any arbitration hearing. Executive also agrees that the arbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Executive understands that the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive will pay the first $125.00 of any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA’s National Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules will take precedence. Executive agrees that the decision of the arbitrator will be in writing.
b.
Remedy. Except as provided by this Agreement, applicable law, and by the Rules, including any provisional relief offered therein, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, applicable law, and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the

 

1https://www.adr.org/sites/default/files/National%20Rules%20for%20the%20Resolution%20of%20Employment%20D

isputes%20Jan%2001%2C%202004.pdf

 

arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

c.
Administrative Relief. Executive understands that this Agreement does not prohibit him from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim, except as permitted by law.
d.
Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Executive is waiving Executive’s right to a jury trial. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.
13.
Integration. This Agreement, together with any Company equity plans and equity agreements, the Stock Agreements, and the Proprietary Information Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.
14.
Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.
15.
Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.
16.
Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

 

9

 

17.
Governing Law. This Agreement will be governed by the laws of the State of California except for its conflict of laws’ provisions. Venue for any dispute will be Los Angeles, California
18.
Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
19.
Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

 

[The space below intentionally left blank.]

 

 

 

 

10

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

 

Impinj, Inc. Cathal Phelan

 

 

/s/ Chris Diorio

 

/s/ Cathal Phelan

By:

 

By:

Chief Executive Officer

 

Executive

 

 

 

11

 

Exhibit A

 

Proprietary Information and Inventions Agreement Impinj, Inc.

 

 

 

 

12

 

Exhibit B

Approved Outside Professional and Board Commitments

 

Entity

Description of Entity

Description of Commitment

Approved Duration*

[***]

Electronic Design Automation solutions/software company

Technical Advisory board member. 1 hour per week or less.

For so long as the entity is not a Company competitor and the time commitment remains as described.

[***]

Battery technology company

Technical Advisory board member and coach to CEO/CTO. 1 hour per week or less.

For so long as the entity is not a Company competitor and the time commitment remains as described.

[***]

Semiconductor packaging technology company

Advisor/coach to CTO. 1 hour per week or less.

For so long as the entity is not a Company competitor and the time commitment remains as described.

[***]

Fingerprint optical technology company

Advisor to CEO. 1 hour per month.

For so long as the entity is not a Company competitor and the time commitment remains as described.

 

 

*Executive will report to the Company’s CEO or its General Counsel/Chief Compliance Officer, any material changes to the business or Executive’s time commitment to each entity listed on this Exhibit B (each, and

“Approved Entity”). The Company reserves the right to modify the approved duration for Executive’s commitment to any Approved Entity, for any reason, provided it provides Executive with a reasonable time to terminate his engagement with the Approved Entity.

 

13