Table of Contents the fair market value of our Class B common stock on the applicable grant date. Of these options, 16,402,682 awards would have vested over a five-to- seven year period and the remaining 33,034,684 awards included both time-based vesting conditions and performance-based vesting conditions tied to, among other things, the completion of this offering and a significant increase in market capitalization, in each case subject to continued service, specifically: (i) 9,438,481 options meet the performance-based vesting conditions upon the completion of this offering, and vest monthly over a period of five years following the completion of this offering; (ii) 7,078,861 options meet the performance-based vesting conditions if we attain a public market capitalization of $50 billion, and vest monthly over a period of three years from that date; (iii) 7,078,861 options meet the performance-based vesting conditions if we attain a public market capitalization of $72 billion, and vest monthly over a period of two years from that date; and (iv) 9,438,481 options meet the performance-based vesting conditions if we attain a public market capitalization of $90 billion, and vest monthly over a period of two years from that date. In July and August 2019, 47,346,098 of such options were canceled in connection with the reorganization transactions as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments”. As part of the reorganization transactions, profits interests were issued to certain of our employees, including Adam, Artie and Jen. Profits interests are generally intended to provide the holder with a proportionate share of the increase of the value of the We Company Partnership’s businesses over the value of such businesses on the date of grant of such profits interests. Holders of vested profits interests may also be entitled to limited catch-up distributions. Certain of the profits interests are subject to the time-based vesting conditions described above, and other profits interests are subject to the performance-based vesting criteria described above. For more information on the profits interests, see “Certain Relationships and Related Party Transactions—Profits Interests”. Each recipient of these option awards and profits interests has indicated their intent to donate to charity 10% of proceeds from sales of such equity. NEO Employment Arrangements and Restrictive Covenant Agreements Each of our NEOs has entered into an invention, non-disclosure, non-competition and non-solicitation agreement that protects our confidential and other proprietary information and assigns to us full right and title to inventions and other intellectual property developed by the employee that are related to our business. The agreement also contains confidentiality and, for Artie and Jen, non-disparagement obligations, which apply indefinitely, along with non- competition and customer and employee non-solicitation restrictions, which apply during employment and for a period of time following termination of employment for any reason. In connection with this offering, we have entered into amended and restated employment agreements with each of Artie and Jen with substantially similar terms to reflect their partnership in leading The We Company as Co-Presidents. These agreements replaced their legacy employment agreements, which no longer reflected their current roles, responsibilities and compensation arrangements. The amended and restated employment agreements provide that Artie and Jen will each earn only the minimum salary required to remain an exempt employee under applicable laws (currently, $58,500 on an annualized basis), and we expect they will keep only $1 and donate the rest of their after-tax salary to charity. We have not entered into an employment agreement with Adam. Under the amended and restated employment agreements, upon a termination without cause (as defined below) or resignation for good reason (as defined below), subject to the execution of a general release of claims, Artie and Jen would be entitled to, in addition to any accrued benefits, (i) severance equal to 12 months of his or her then-current base salary, (ii) continued payment of health insurance for up to 12 months, (iii) continued exercisability of any nonqualified stock options for a period of up to one year following the completion of this offering and (iv) if such termination occurs within 12 months following a change in control (defined below), accelerated vesting, and exercisability, of any of their then-outstanding equity awards. As defined in the amended and restated employment agreements, “cause” generally means: (i) repeated failure, after written notice and a reasonable opportunity to cure, to perform reasonably assigned duties, (ii) engagement in dishonesty, gross negligence or willful misconduct, (iii) conviction of, or pleading guilty or no contest to, any felony or 178
