WeWork Inc.
EX-10.17
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<DIV><FONT size="1" style="font-size:1pt;color:white">DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD Exhibit 10.17 </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">            Scott Morey!    We&#8217;re very pleased to offer you a position at We Work Management LLC (&quot;WeWork&quot;) as a full time  employee.    This is your offer letter. Below and on the following pages you&#8217;ll find the information you need regarding  your offer:    POSITION  President of Platform    START DATE  April 19, 2021    BASE PAY  $700,000 per year    ELIGIBLE VARIABLE COMPENSATION  You will be eligible to participate in the WeWork Companies LLC Annual Cash Bonus Plan (the  &#8220;Plan&#8221;), as in effect from time to time. You will have an annualized target bonus of $300,000. Your  annual bonus payout amount will be determined based on the terms and conditions of the then- applicable Plan and relevant Plan attachment(s) (including performance targets, which will be  determined by WeWork).  The performance targets, bonus amount, and payment of your bonus (if  any) will be determined in WeWork&#8217;s sole and absolute discretion and in accordance with the Plan and  relevant Plan attachment(s).  For calendar year 2021 only, and subject to all other terms of the Plan,  your bonus will be no less than $300,000.  As described in the Plan, you must be, among other  eligibility conditions, employed on the date of bonus payment (without having given or received notice  of termination of your employment) to receive it (including with respect to 2021).  Receipt of a bonus  with respect to any year (including 2021), month, or quarter shall not be taken as a guarantee of any  future payments under the then-applicable Plan or otherwise.     EQUITY AWARDS  At the next regularly scheduled meeting of the Compensation Committee of the WeWork Inc. Board of  Directors (&quot;Compensation Committee&quot;), you will be granted 350,000 restricted stock units (&quot;RSUs&quot;)  that time-vest over three years from May 15, 2021 in equal annual installments, subject to your  continued employment with WeWork or another majority-owned subsidiary of WeWork Inc. through  the applicable time-vesting date, and subject to the Committee's approval of such grant.      In addition, at the next regularly scheduled Compensation Committee meeting, you will receive  525,000 RSUs (at maximum performance) that vest based on certain free cash flow and/or valuation  metrics to the extent achieved on or prior to December 31, 2024, subject to your continued  employment with WeWork or another majority-owned subsidiary of WeWork Inc. through certain dates  depending on when the metric is met, and subject to the Committee's approval of such grant.     Each RSU will represent the right to receive one share of WeWork Inc.'s Class A common stock when  fully vested. Both RSU awards will be subject to other terms and conditions as the Compensation  Committee deems appropriate, in each case, consistent with grants made to other similarly situated  DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">    WeWork employees.  Please note that all equity awards are subject to approval by WeWork Inc.'s  Board of Directors (or the Compensation Committee), and the terms and conditions of the applicable  equity plan document and award agreement.  WeWork reserves the right to amend its equity plans  and its equity grant policies and practices at any time, and to suspend future equity grants.    SEVERANCE   If your employment is terminated by WeWork without Cause (as such term is defined in &#8220;Other Terms &amp;  Conditions&#8221;), you will receive a lump-sum severance amount equal to twelve (12) months of your then- current base salary (inclusive of any applicable statutory severance or notice obligations), so long as you  execute (and do not revoke), within 21 days (or if applicable, 45 days) of the termination, a general release  of claims in a form provided by WeWork. Subject to the provisions of Section 409A of the Internal  Revenue Code (&#8220;Section 409A&#8221;) provided in &#8220;Other Terms &amp; Conditions,&#8221; the lump-sum severance amount  will be paid to you within thirty (30) days after the release becomes effective, provided, however, that if  your termination date occurs on or after November 1st in any given calendar year, such amount will be  paid in February of the calendar year following the year of your termination.      BENEFITS  Full participation in WeWork benefit plans and programs (see EMPLOYEE BENEFITS &amp; POLICIES  section for more information).    If you have any questions about your offer, please feel free to reach out to me directly at  matt.jahansouz@wework.com. On behalf of our entire community of creators, I look forward to  welcoming you to our team!        Yours sincerely,        Matt Jahansouz  Chief People Officer  On behalf of We Work Management LLC DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">        You will be eligible to participate in WeWork&#8217;s benefit plans and programs in effect from time to time, as  made available to similarly situated employees. You will also be subject to all applicable employment  and other policies (including our employee handbook).    In addition to the opportunity to receive financial awards for employee and member referrals and other  forms of recognition for performance, other benefits we currently provide include:    PAID TIME OFF &#9679; You will receive paid time off pursuant to WeWork's PTO policy.  For your first year,  you will receive 20 days of paid time off (prorated based on your actual start date).     HEALTH &amp;  WELLNESS  &#9679; Medical, dental, and vision (WeWork provides Medical coverage at no cost to  employees. Dependent, dental and vision employee cost varies by plan)  &#9679; Flexible spending accounts  &#9679; Commuter benefits  &#9679; Life insurance  RETIREMENT &#9679; Eligible to participate in 401(k) plan                You will be on the Executive Team, initially reporting directly to our Chief Executive Officer, currently  Sandeep Mathrani.     You will be primarily working out of our Chicago office, located at 515 N. State Street, Chicago, Illinois  60654. DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">          Your employment with WeWork will be at-will, which means that you or WeWork may terminate the  employment relationship at any time with or without notice and for any reason or no particular reason.  Potential reasons for termination may include, but are not limited to, your failure to comply with any of  WeWork&#8217;s policies, including, but not limited to, WeWork&#8217;s harassment, workplace conduct and  discrimination policies, or your failure to cooperate with any internal investigation. Although your  compensation and benefits may change from time to time, the at-will nature of your employment may only  be changed by an express written agreement signed by an authorized officer of WeWork.    You agree that you will use your best efforts to perform all services diligently and to the best of your ability,  and shall at all times carry out your duties in a competent and professional manner and seek to enhance  and promote the business of WeWork. You agree that you will devote all business time and efforts to the  affairs of WeWork. With WeWork&#8217;s prior written approval, you may serve as a member of the board of for- profit and nonprofit organizations, provided that such activities do not interfere with your performance of  your responsibilities to WeWork.  Notwithstanding the prior sentence, WeWork will not prohibit you from  continuing to serve on the board of directors of Building Engines so long as (i) you continues to devote  your full business time, attention and best efforts to the performance of your duties to WeWork, (ii) you will  not use WeWork&#8217;s information, equipment or resources in connection with such role(s), and (iii) you will  comply with the terms of WeWork&#8217;s Invention, Non-Disclosure, Non-Competition and Non-Solicitation  Agreement in connection with such role.     &#8220;Cause&#8221; means (i) repeated failure by you to perform your reasonably assigned duties, (ii) your  engagement in dishonesty, gross negligence or misconduct, which in the case of dishonesty only has  had a material adverse effect on WeWork&#8217;s or any of its affiliates&#8217; business or affairs, (iii) your conviction  of, or entrance of a pleading of guilty or nolo contendere to, any crime involving moral turpitude or any  felony as permitted by law, (iv) material breach by you of your Invention, Non-Disclosure, Non- Competition, and Non-Solicitation Agreement, (v) intentional misconduct by you or intentional failure by  you to perform your responsibilities to WeWork or any of its affiliates, (vi) your failure to cooperate or  assist with any investigation involving WeWork or any of its affiliates, or (vii) your failure to comply with  any of WeWork&#8217;s policies, including, but not limited to, WeWork&#8217;s harassment, workplace conduct  and/or discrimination policies.    Your employment is subject to:    (1) you signing our Invention, Non-Disclosure, Non-Competition, and Non-Solicitation Agreement  (Exhibit A).    (2) you signing our Employment Dispute Resolution Program (Exhibit B) &#8211; by accepting this offer  and signing Exhibit B, you agree to submit any current or future controversies or claims between  you and WeWork arising out of or relating to your employment (or termination of your  employment) to the Program, which consists of:    Step One (Internal Efforts),  Step Two (External Mediation), and  Step Three (Final and Binding Arbitration).    The Program will be conducted in the state where your employment is located, unless an  alternative location is chosen by mutual written agreement. In addition, by accepting this offer  and signing Exhibit B, you agree that all claims brought under the Program must be pursued on  an individual basis only, and you waive your right to be a party to any class or collective claims  DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">    or to bring jointly any claim against WeWork with any other person, except as otherwise  permitted in the Program.  (3) verification of your right to work in the U.S.  (4) you successfully completing a background check.    All dollar values referenced in this offer letter are before applicable taxes. Your base pay is payable  bi-weekly (currently, on Thursday).    This letter agreement is intended to comply with or be exempt from the requirements of Section 409A  with respect to amounts, if any, subject thereto and shall be interpreted, construed and performed  consistent with such intent. To the extent you would otherwise be entitled to any payment that under  this offer letter, or any WeWork plan or arrangement, that constitutes &#8220;deferred compensation&#8221; subject  to Section 409A, and that if paid during the six months beginning on the date of termination of your  employment would be subject to the Section 409A additional tax because you are a &#8220;specified  employee&#8221; (within the meaning of Section 409A and as determined by WeWork), the payment,  together with any earnings on it, will be paid to you on the earlier of the six-month anniversary of your  date of termination or your death. Similarly, to the extent you would otherwise be entitled to any benefit  (other than a payment) during the six months beginning on termination of your employment that would  be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided  (together, if applicable, with an adjustment to compensate you for the delay) on the earlier of the six-  month anniversary of your date of termination or your death. In addition, any payment or benefit due  upon a termination of your employment that represents &#8220;deferred compensation&#8221; subject to Section  409A shall be paid or provided to you only upon a &#8220;separation from service&#8221; as defined in Treas. Reg.  &sect; 1.409A-1(h). Each payment under this offer letter shall be deemed to be a separate payment for  purposes of Section 409A, amounts payable under Section 6 shall be deemed not to be &#8220;deferred  compensation&#8221; subject to Section 409A to the extent provided in the exceptions in Treas. Reg.  Sections 1.409A-1(b)(4) (&#8220;short-term deferrals&#8221;) and (b)(9) (&#8220;separation pay plans,&#8221; including the  exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A- 1  through A-6. Notwithstanding anything to the contrary in this offer letter or elsewhere, any payment or  benefit under this offer letter or otherwise that is exempt from Section 409A pursuant to Treas. Reg.  Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to you only to the extent that the  expenses are not incurred, or the benefits are not provided, beyond the last day of your second  taxable year following your taxable year in which the &#8220;separation from service&#8221; occurs. WeWork makes  no representation that any or all of the payments described in this letter agreement will be exempt  from or comply with Section 409A       Please note that the first three months of your employment will be a probationary period, during which  your performance and suitability for continued employment will be monitored.    This offer letter is governed by the laws of the State of New York, without regard to conflict of law  principles.                           DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">          Scott Morey, we look forward to welcoming you to WeWork!    If you wish to accept this offer, please sign this offer letter below, as well as Exhibits A and B .    This offer is open for you to accept until March 30, 2021, at which time it will be deemed to have been  withdrawn.    I have read, understood, and accept the offer of employment as set forth above. I acknowledge and  agree that this offer letter overrides all prior discussions, understandings, or agreements about my  employment with WeWork.      Candidate   __________________________________  Signature  __________________________________  Full Name  __________________________________  Date    ----------------------------------------------------------------------------------------------------------------------------- ---------------      Exhibits  A: Invention, Non-Disclosure, Non-Competition, and Non-Solicitation Agreement  B: Employment Dispute Resolution Program      DocuSign Envelope ID: 19253DF5-010C-4791-B3FE-B4AEA01AA9DD Scott T. Morey 3/24/2021 </FONT></DIV>
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