September 9, 2013 United States Dear Robert: Congratulations, and welcome to the XXXX Team! We are pleased to extend our offer of employment. Yourtitle will be Software Dev Senior Engineer, reporting to Leon. Your tentative start date is October 7, 2013. You will receive information regarding orientation and report to instructions as you begin the process ofelectronically filling out your New Hire paperwork in our XXXX Onboarding Portal. We encourage you to complete the background check steps as soon as possible, so as not to delay your employment with XXXX. You will receive further instructions on how to initiate your background check and pre-employment drug screen from XXXX's screening vendor. Once you initiate the drug screen process withour pre-employment vendor you will have 48 hours to complete your drug screen. To comply with federal law, we must also ask you to gather whatever documentation you may need to prove your eligibility to workin the United States. You will receive a link to XXXX's Onboarding website, which contains instructions regarding the I-9 form, which must be signed and dated on your first day of work. This form lists thedocuments that may be used to establish employment eligibility. Please print this documentation and bring it with you on your first day of work. Compensation We are pleased to offer you a starting salary to be paid via automatic direct deposit into an account with the bank of your choice, per XXXX policy. Direct Deposit is required, except where prohibited by state law. For more information on direct deposit, please refer to the detailed information on XXXX's Onboarding website. You will be eligible for an annual bonus of 8% of your salary on terms that may vary, depending upon thecompany's financial results and attainment of strategic corporate initiatives. If you start on or before November 4, 2013, you will be eligible to participate on a pro-rated basis, calculated from your start date. If you start after November 4, 2013, you will be eligible to participate beginning February 3, 2014. XXXX reserves the right to vary the terms and amount of your bonus, depending upon your performance, the company's financial results and attainment of strategic corporate initiatives. The terms of the Bonus Plan are subject to annual re-evaluation and modification by XXXX's Board of Directors. Benefits XXXX offers a variety of benefits to assist you and your family, including time away from work, health care plans, and capital accumulation programs. For a summary description of your benefits and options, please see the benefits information on XXXX's Onboarding website. Additional Important Information This conditional offer will remain open until September 12, 2013 and is contingent on the following: * successful completion of all aspects of the candidate application process, which includes passing a pre-employment drug screen and background check and providing proof of your eligibility to work in the United States; and * the return, prior to your start date, of signed copies of this letter and the Employment Agreement,and any applicable payback agreements * successful completion of the export licensing review process, including the return of a signed Export Licensing Information Form and, if necessary, XXXX's receipt of a valid export license from the Department of Commerce. "At Will" Employment" For your benefit and XXXX's, your employment with XXXX will be "at will," meaning that it can be terminated by you or by XXXX at any time, with or without cause or advance notice. By accepting this job offer, you agree that no contrary representation has been made to you. This "at will" employment relationship will remain in effect for the duration of your employment and can only be modified by an express written contract for a specified term, signed by you and the Chairman/President of XXXX. It may not be modified or altered by any oral or implied agreement. This letter constitutes our entire agreement regarding the term of your employment. Acceptance: To accept this offer, please contact me to inform me of your intent to accept. I will then send you a link that will enable you to electronically sign the letter and accept XXXX's offer. Please retain this offer letter for your records. We would like to request that you keep the information included in this offer letter confidential. We are pleased to welcome you to XXXX. Should you have any questions, or would simply like further information, please do not hesitate to contact me. Sincerely, Recruiter Enc. Cc: Leon I accept this offer of employment: Signed: ___________________________________ Date: ___________________________________XXXX Employment Agreement I agree to the following terms regarding my employment or continued employment with XXXX or a subsidiaryor affiliate of XXXX (collectively, XXXX). I enter into this Agreement in consideration of: the salary, wages, and benefits paid to me by XXXX; the confidential and proprietary information provided to me by XXXX; and XXXX's association of me with XXXX's goodwill. I understand that XXXX agrees to employ me only on the condition that I agree to honor and to be bound by the provisions of this Agreement. 1. I will devote my best efforts to performing the duties that XXXX may assign to me from time to time. 2. My employment at XXXX is not for any specified period of time. Either I or XXXX may terminate my employment at any time for any reason, with or without cause or advance notice. If I terminate my employment, I will give XXXX a minimum of two weeks' advance written notice. 3. While I am a XXXX employee, I will promptly disclose all Intellectual Property to XXXX. Intellectual Property includes each discovery, idea, improvement, or invention I create, conceive, develop, or discover, in whole or in part, alone or with others, (a) on XXXX's time, (b) which relates to XXXX's business, or (c) which resultsfrom the use of XXXX's equipment, supplies, facilities, or information. All Intellectual Property, in whatever form, is XXXX's property. I assign to and agree to assign to XXXX and its nominees, without additionalcompensation, all of my rights in Intellectual Property. I will assist XXXX in all ways in the future, including giving evidence and executing any documents deemed helpful or necessary by XXXX, to establish, perfect,and register worldwide, at XXXX's expense, such rights in Intellectual Property. I will not do anything in conflict with XXXX's rights and will cooperate fully to protect Intellectual Property against misappropriation orinfringement. In accordance with Section 2870 of the Ca Labor Code (available on XXXX's intranet), this assignment shall not apply to an invention that I developed entirely on my own time without using XXXX'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 XXXX's business, or actual or demonstrably anticipated research or development of XXXX; or (2) result from any work performed by me for XXXX. For one year following my separation from XXXX employment for any reason, I will disclose to XXXX's General Counsel each patent application into which I had any material input or for which I provided any material intellectual support. 4. I agree that XXXX will be the copyright owner in all Copyrightable Works of every kind and description created or developed by me, solely or jointly with others, in connection with any employment with XXXX, and that such Copyrightable Works are works made for hire. If requested to, and at no further expense to XXXX, I will execute in writing any acknowledgments or assignments of copyright ownership of such Copyrightable Works as may be appropriate for preservation of the worldwide ownership in XXXX and its nominees of suchcopyrights. I irrevocably appoint XXXX as my attorney-in-fact for the sole purpose of executing all necessary documents relating to the registration or enforcement of XXXX's copyrights, patents, and other intellectual property rights. XXXX may not waive its rights to any Copyrightable Work or other intellectual property except through a written instrument that specifically waives its rights to a specific Copyrightable Work or piece of intellectual property, references this paragraph, and is signed by a XXXX officer following my full and complete disclosure in writing of the existence and nature of the Copyrightable Work or other piece of intellectual property. 5. If Schedule A is attached to this Agreement, I have chosen to exclude from the operation of this Agreement those previous inventions and improvements listed in Schedule A. Under Schedule A, I have listed the titles of all my ideas, inventions, improvements, works of authorship, and discoveries, patented or unpatented, copyrighted or not copyrighted, that have been completed or are in progress at the date of this Agreement. As a matter of establishing a record, these ideas, inventions, improvements, works of authorship and discoveries that are in progress have been fully described by me. If I believe a confidentiality obligation I owe to any other person or entity prevents me from providing a full description, I will explicitly state this fact on Exhibit A and provide as extensive a description as I believe I am permitted to provide in light of that confidentiality obligation. I understand that I must provide the Schedule before I sign this Agreement and that no such ideas will be excluded from operation of this Agreement unless theyare properly identified in the Schedule prior to my execution of this Agreement. I further understand that I cannot make any changes to the Schedule after this Agreement has been signed. 6. XXXX will associate me with XXXX's goodwill and give me Confidential Information. I understand and agree that, for purposes of this Agreement, "Confidential Information" means: all information and data in whatever form that is valuable to XXXX and is not generally known outside of XXXX; all XXXX proprietary information; all XXXX trade secrets; and all information and data in whatever form that is disclosed by others in confidence to XXXX. I understand that Confidential Information may not be explicitly marked as confidential. If I havedoubts about whether particular information is Confidential Information, I will promptly consult XXXX's Legal Department for guidance in advance. I understand and agree that Confidential Information includes, but is not limited to, the information described below: A. Technical information of XXXX, its affiliates, its customers or other third parties that is in use, planned, or under development, such as but not limited to: manufacturing and/or research processes or strategies; computer product, process, and/or devices; software product; and any other databases, methods, know-how, formulae, compositions, technological data, technological prototypes, processes, discoveries, machines, inventions,and similar items; B. Business information of XXXX, its affiliates, its customers, or other third parties, such as butnot limited to: information relating to XXXX employees (including information related to performance, skillsets, and compensation); actual and anticipated relationships between XXXX and other companies; financial information; information relating to customer or vendor relationships; product pricing, customer lists, customer preferences, financial information,credit information; and similar items; and C. Information relating to future plans of XXXX, its affiliates, its customers, or other thirdparties, such as but not limited to: marketing strategies; new product research; pending projects and proposals; proprietary production processes; research and developmentstrategies; and similar items; and D. All "trade secrets" within the meaning of the Uniform Trade Secrets Act. I hereby waiveany requirement that XXXX submit proof of the economic value of any trade secret or post a bond or other security to enforce its rights under applicable law. 7. To protect the Confidential Information and XXXX's goodwill, I agree as follows: A. I will not use, publish, misappropriate, or disclose any Confidential Information, during or after my employment, except as required in the performance of my duties for XXXX or as specifically authorized in writing by XXXX. B. While I am employed by XXXX and for the one-year period immediately following the termination of my employment for any or no reason, I will not communicate in any way with any other person regarding (a) a Company Employee leaving the employ of XXXX; or (b) a Company Employee seeking employment with any other employer. A "Company Employee" means any person employed by XXXX or any person who left employment with XXXX within the preceding 60 days. C. Upon demand or when my employment with XXXX ends, whichever comes first, I will promptly deliver to a designated XXXX representative all originals and copies of all materials, documents, and property of XXXX which are in my possession or control. I also will cooperate in conducting an exit interview with a designated XXXX representative. D. I will comply with any other restrictive covenants that are part of any agreements I have with XXXX. 8. I will not export or otherwise transfer out of the United States or release to any person within the United States, Controlled Technology or Software, during or after my employment, except as authorized in writing by XXXX. Controlled Technology or Software is technology or software controlled under the U.S. Export Administration Regulations. Release within the United States includes disclosure to any person, oral exchanges with persons in the United States or abroad, and application to situations abroad of personal knowledge or technical experience acquired in the United States. If I have any doubts regarding whether particular information is Controlled Technology or Software, I will promptly consult XXXX's Legal Department or XXXX's Trade Compliance Organization. 9. I will not use in my work or disclose to XXXX any confidential or proprietary information of a third party unless XXXX first receives written authorization from that third party. I will not violate my confidentiality or other obligations owed to any person or entity, including former employers. 10. I agree to act legally and ethically at all times while I am employed by XXXX and to abide by all applicable laws and regulations, as well as the provisions of the XXXX Code of Conduct (receipt of which I hereby acknowledge) and all policies, procedures, standards, directives, and rules as may be adopted or modifiedby XXXX from time to time, and I hereby agree to review and regularly re-review same to ensure I am familiar with the current version of same. I agree to complete all required training, including but not limited to ethics and compliance training, in a timely and ethical manner. I agree to timely and properly report possible or actual illegal and unethical behavior to XXXX when I become aware of it. I further agree to fully cooperate in investigations undertaken by XXXX. 11. I agree that my name, voice, picture, and likeness may be used in XXXX's advertising, training aids, andother materials without payment of separate compensation to me. I will not issue or release any articles, advertising, publicity, or other matter relating to XXXX, or provide any information regarding XXXX to any otherperson intending to do so, without XXXX's specific written consent. 12. I agree I may receive delivery of notices and other communications at the e-mail address assigned to me by XXXX, through publications to XXXX's intranet, and through other electronic means of communication. I authorize XXXX to accept my electronic signature as binding and final on any notice, agreement, or other document and to process employment-related transactions, including transactions involving benefits or compensation or any other aspect of employment, electronically. I agree that my electronic signature mayconsist of clicking a button or engaging in other conduct reasonably understood to indicate my agreement. 13. If I enter into any employment, consulting, or other service relationship within one year of leaving XXXX's employ, I will give written notice to my former XXXX manager within five business days of my acceptance of such service relationship. I will include the name and address of the entity or business concern involved (if any) and the title, nature, and duties of the employment, consulting, or other service relationship. I expressly consent to and authorize XXXX to disclose both the existence and terms of this Agreement to anyfuture employer or other user of my services. 14. I agree that, except as may be required by law or court order or as is otherwise permitted by this Agreement, I will not, whether openly, anonymously, or under pseudonym, in any individual or representative capacity whatsoever, make any statement, oral or written, which is detrimental in any material respect to the reputation or goodwill of XXXX. I understand my compliance with a subpoena or other legally compulsive process or my participation as a witness in any lawsuit will not be a violation of this provision. I also understand that this Agreement does not prohibit me from discussing terms and conditions of my employment. I further agree that I will give XXXX my full cooperation in connection with any claims,lawsuits, or proceedings that relate in any manner to my conduct or duties, or that are based on facts about which I obtained personal knowledge, while employed at XXXX. XXXX will reimburse me for my direct andreasonable out of pocket expenses (excluding attorney's fees) incurred with respect to rendering such cooperation. 15. I agree that any violation of my obligations under paragraphs 6 through 9 would cause irreparable harm to XXXX, and I agree that XXXX will be entitled to an injunction restraining any violation or further violation of such paragraphs. If any term, provision, covenant, or condition of this Agreement is held by a court ofcompetent jurisdiction to be invalid, void, or unenforceable, the validity and enforceability of the remaining terms, provisions, covenants and conditions of this Agreement shall not in any way be affected, impaired orinvalidated. 16. farmerinthedell AND I WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN farmerinthedell AND ME, INCLUDING ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER, OR CONNECTED WITH THIS AGREEMENT, ANY OF ITS PROVISIONS, MY EMPLOYMENT RELATIONSHIP WITH farmerinthedell, ANY COMPENSATION OR BENEFITS ASSOCIATED WITH MY EMPLOYMENT RELATIONSHIP WITH farmerinthedell, OR ANY TERMINATION OF MY EMPLOYMENT RELATIONSHIP WITH farmerinthedell. 17. This Agreement constitutes my entire agreement with XXXX concerning the topics covered. These documents replace completely any earlier or contemporaneous communication or agreement with XXXX about these topics, apart from restrictive covenants I have previously entered with XXXX. The laws of the State of Texas govern this Agreement. The exclusive venue for the resolution of any dispute between XXXX and me other than those arising out of any stock, stock unit, or stock option agreements shall be the statecourts situated in Williamson County, Texas, or the federal courts with jurisdiction over Williamson County, Texas. I have carefully read the Agreement, and I understand and accept its terms. I agree that I will continue to bebound by the provisions of this Agreement after my employment with XXXX has ended. _________________________ _________________________ _________________________ Signature Printed Name Date NOTE: Schedule A is not a part of this Agreement or accepted by XXXX if the Schedule has not been initialedby a member of XXXX's Legal Department. Schedule A To XXXX Employment Agreement Employee Name: _________________________ Badge Number:________________ (For Recruiter use only) (List previous inventions and improvements and continue on attached sheet if necessary.) Number of pages of disclosure statements attached (write None if none are attached):______________________ Employee Initials: ______________Approved by XXXX Legal: __________________If not applicable, please leave blank and return with your signed offer letter. IMPORTANT NOTICE FOR FOREIGN NATIONALS For national security and foreign policy reasons, the U.S. Government imposes limitations on the information that can be released or disclosed to foreign nationals in the United States. XXXX, as a U.S. company, must abide by these regulations. Accordingly, foreign nationals who perform work for XXXX maybe subject to these limitations. The scope of such limitations will depend upon the foreign national's country of citizenship and the precise nature of the technology or software to be released to the foreign national. In some cases, a license must be obtained from the Department of Commerce before foreign nationals can receive controlled technology or software. Provision of the information below will assist XXXXin determining whether a license may be necessary. Additionally, federal immigration laws require valid work authorization for employees to begin or continueemployment with XXXX. In certain cases, XXXX may be able to assist an employee in obtaining or renewing work authorization. NOTE: Completion of this form prior to receipt of an offer of employment is voluntary. However, please be aware that obtaining a U.S. export license and applying for or renewing work authorization can be time-consuming. To avoid a possible delay of your potential employment with XXXX, please complete andreturn this form as soon as possible. EXPORT COMPLIANCE 1. Are you a U.S. Citizen? ____Yes ____No If your answer to this question is "Yes," stop here and proceed to the end of this document to sign and datethe Certification. If your answer to this question is "No," please proceed to Question #2. 2. What is your country of citizenship? [Please list all countries if a citizen of more than one.]______________________________________ 3. Are you a: U.S. permanent resident (or Conditional Permanent Resident); or U.S. temporary resident or applicant for temporary residence, Refugee or Asylee? [Note: A "U.S. temporary resident" is an individual who has applied for Amnesty under IRCA and does not include personswho are present in the U.S. on visas (for example, H-1B or L-1 visas).] ____Yes ____No If your answer to this question is "Yes," please provide your Resident, Refugee or Asylee #___________and proceed to Question #4. If your answer to this question is "No," please proceed to the next section. 4. Have you: failed to apply for naturalization within 6 months of becoming eligible to do so; or failed to pursue citizenship within 2 years of applying for naturalization? ____Yes ____No WORK AUTHORIZATION All candidates for employment must be able to present proof of legal authorization to work in the United States within the first three days of employment. If your current work authorization is subject to expiration, it may become necessary to renew your work authorization prior to or during your employment at XXXX. Please note, obtaining proper work authorization may cause delays in your anticipated start date. If you have any questions, please contact your recruiter. Is your legal authorization to work subject to expiration? ____Yes ____No If you answer is "Yes," please complete the following: Position Sought: _____________________________ Name of Recruiter: ___________________________ Type of Legal Authorization to Work and Expiration Date (if applicable): _______________ CERTIFICATION I certify that all information that I have furnished to XXXX is truthful, accurate and complete. I understand thatby signing this Export Compliance Information Form, I am making material representations of fact to XXXX, on which XXXX will rely in making decisions concerning my employment. I further understand that these representations may be submitted by XXXX in filing with an agency of the U.S. Government. I understand that if I have made any false statements or if I have misrepresented any material facts or failed to discloseany material facts in connection with my application for employment, including the export licensing review process, my offer of employment may be withdrawn, or I may be subject to immediate termination of myemployment. ______________________________ Signature ______________________________ Printed Name ______________________________Date If your work authorization is subject toexpiration, please note the following: Foreign Students If you are a foreign student (F-1) with authorization for Optional Practical Training, you must have an Employment Authorization Document (EAD card) in order to start working for XXXX. That card is valid for a maximum of 12 months. You will have to apply for a XXXX sponsored visa to continue your employment thereafter. In order to minimize the risk that your work authorization will expire and your employment at XXXX terminated, a visa application must be submitted as soon as possible and in no event later than fourmonths before the expiration date of your OPT. Please contact your recruiter for further information on starting the visa application process. Other Holders of Work Authorization Cards If you have a renewable work authorization card issued by INS, you must request a renewal from INS at least 90 days prior to the card's expiration in order to maintain work authorized status. If your current cardexpires, before your renewal card is issued, your employment would have to be terminated until your new card arrives. Holders of Visas (such as H-1B, L-1, O-1 or TN) Obtained by Other Employers If you have a visa that was obtained for you by an employer other than XXXX, you will need to have a new visa sponsored by XXXX in order to commence work at XXXX. This process can take up to four months tocomplete. Contact your XXXX recruiter to start the visa application process.