Exhibit 10.3
September 3, 2025
Dean Acosta
Re: Employment Offer
Dear Dean:
On behalf of IonQ, Inc. (the “Company”), we are excited to offer you the position of Chief Corporate Affairs and Government Relations Officer of the Company, reporting to the Company’s Chief Executive Officer. Your anticipated start date is October 6, 2025 (the date of your commencement of employment with us, the “Start Date”), subject to your reporting for work on such date and the other terms and conditions of this letter. Your principal work location will be in Austin, Texas, subject to required travel to Company offices and other locations as requested by the Company from time to time.
In your role as Chief Corporate Affairs and Government Relations Officer, you agree to devote your full business time and best efforts to the performance of your job for the Company. However, you may (i) engage in civic, charitable, educational, and non-profit activities, and manage your personal investments, and (ii) with the prior consent of the Company’s Board of Directors (the “Board”), engage in other activities, including, but not limited to, sitting on outside boards of directors (or similar governing bodies) of the for-profit entities as shown on Exhibit C attached hereto, which boards and other activities on Exhibit C shall be considered pre-approved by the Board for this purpose, provided that none of the foregoing activities in (i) or (ii) shall (a) violate any written Company policy made available to you or your restrictive covenants under the CIIA (as described below), (b) create a conflict with the Company or its business or your fiduciary duties to the Company, or (c) otherwise materially interfere with your performance of your duties and responsibilities to the Company.
Your position is considered an exempt, salaried position for purposes of federal wage and hour law. Your employment is subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised, or deleted from time to time in the Company’s sole discretion. Other terms of your employment are set forth below. All compensation amounts hereunder are subject to applicable taxes and other applicable withholdings.
Compensation
Base Salary: Your base salary will be $500,000 on an annualized basis (the “Base Salary”), subject to applicable tax and other deductions and withholdings (as are all compensation and benefits payable or provided to you by the Company or its subsidiaries) and payable at the frequency and in accordance with the Company’s regularly established policies. Your Base Salary may be increased from time to time in the Board’s discretion but shall not be decreased (unless part of an “across-the-board,” proportionate, one-time reduction in compensation of all similarly situated executive officers of the Company, not to exceed 15%).
Bonus Incentives: You will be eligible to receive a performance-based annual bonus. The target annual bonus will be seventy-five percent (75%) of your Base Salary (the “Target Bonus”), and your eligibility to receive any such annual bonus will be based on meeting a defined set of executive team performance goals and metrics set annually by the Board or an authorized committee of the Board, as determined by the Board or an authorized committee of the Board in its sole discretion (and, in respect of calendar year 2025, your annual bonus, subject to the remainder of this paragraph, will be equal to no less than a prorated portion of the Target Bonus based on the Start Date. To be eligible to receive any such annual bonus, you must, except as otherwise expressly set forth in the Company’s Executive Severance Plan, as amended from time to time (the “Severance Plan”), remain employed through the date of payment of such annual bonus, and annual bonuses will be paid no later than March 15th of the calendar year following the calendar year to which they relate, and otherwise in compliance with the Company’s then-current annual incentive policy or program.
Signing Bonus: You will receive a sign-on bonus of $1,500,000 (the “Sign-On Bonus”), which shall be payable on the first payroll date following January 2, 2026. If your employment is terminated for any reason other than for a Covered Termination (as defined in the Severance Plan) prior to the first anniversary of the Start Date, you shall be obligated to repay to the Company, within ten (10) days of such termination of employment, the Sign-On Bonus previously paid to you.
Regular Equity Awards: On or as soon as reasonably practicable following the Start Date, you will receive (i) a restricted stock unit (“RSU”) award, for a number of RSUs equal to $6,000,000, divided by the closing price of a share of the Company’s common stock on the Start Date, rounded to the nearest whole number, pursuant to the Company’s form of RSU award agreement (the “RSU Award Agreement”) and (ii) a performance-based RSU (“PSU”) award, with respect to an aggregate target number of PSUs equal to seven and one-half million dollars ($7,500,000) divided by the closing price of a share of the Company’s common stock on the