Yume Inc (YUME) SEC Filing 10-Q Quarterly report for the period ending Friday, September 30, 2016

Jayant Kadambi

579 Kelly Way

Palo Alto, CA 94306

Re:     Terms of Separation

Dear Mr. Kadambi:

This letter confirms the agreement (“Agreement”) between you and YuMe, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

1.           Separation Date: November 9, 2016 is your last day of employment with the Company (the “Separation Date”), such separation shall be effective immediately upon filing the quarterly report on form 10-Q for the quarter ending on September 30, 2016.

2.           Acknowledgment of Payment of Wages: By your signature below, you acknowledge that on November 9, 2016, we provided you a final paycheck in the gross amount of $10,104.93 subject to any applicable withholdings. for all wages, salary, bonuses, commissions, and any similar payments due you from the Company as of the Separation Date. By signing below, you acknowledge that the Company does not owe you any other amounts.

3.           Separation Compensation: In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

a.     Severance: The Company agrees to pay you in accordance with the Company’s Executive Severance Plan (the “Severance Plan”), on the sixtieth (60^th) day following the separation from service as defined by Section 409A of the Internal Revenue Code of 1986, a total of $381,100 less applicable state and federal payroll deductions, which equals 12 months of your base salary.

b.     COBRA: Upon your timely election to continue your existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will pay the insurance premiums to continue your existing health benefits for 12 months following the Separation Date. You will remain responsible for, and must continue to pay, the portion of premiums, co-payments, etc. that you would have paid had your employment continued.