UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2023
RIGETTI COMPUTING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-40140 | 88-0950636 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
775 Heinz Avenue, Berkeley, California | 94710 | |
(Address of principal executive offices) | (Zip Code) |
(510) 210-5550
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | RGTI | |||
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | RGTIW |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.05. | Costs Associated with Exit or Disposal Activities. |
On February 8, 2023, the Board of Directors of Rigetti Computing, Inc. (the “Company”) approved a reduction in workforce to align with the Company’s updated business strategy and revised technology roadmap.
The reduction in workforce is expected to reduce the Company’s current workforce by approximately 28%, and impact approximately 50 employees. The Company is beginning the activities with respect to its revised business plan, updated technology roadmap and reduction in workforce effective immediately. Affected employees are expected to be offered separation benefits, including severance payments and temporary healthcare coverage assistance.
The Company currently expects to incur restructuring charges of approximately $1.4 million attributable to cash payments primarily for severance payments and temporary healthcare coverage to employees with respect to eliminated positions. Such restructuring charges are expected to be incurred and recorded in the first quarter of 2023.
The costs and charges described above and timing thereof are preliminary estimates based on the Company’s current expectations and are subject to a number of assumptions and risks, and actual results may differ materially from such estimates. The Company may also incur other charges, costs, future cash expenditures or impairments not currently contemplated due to events that may occur as a result of, or in connection with, the revised business plan and reduction in workforce.
Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the revised business plan, on February 8, 2023, the Board approved the termination of Brian Sereda, the Company’s Chief Financial Officer, from such position and the appointment of Jeffrey Bertelsen as the Company’s new Chief Financial Officer, each effective as of February 15, 2023 (the “Effective Date”). Mr. Sereda is currently expected to stay with the Company as a non-executive employee through March 31, 2023, to assist with the transition, continuing under the terms of his current employment agreement. Pursuant to the terms of Mr. Sereda’s employment agreement, for a termination without cause and subject to his execution and non-revocation of a general waiver and release of claims, following the last day of Mr. Sereda’s employment with the Company, he will receive (a) continuing payments of his current annual base salary for twelve months (approximately $348,000); and (b) payment of the premiums necessary to continue health insurance coverage for himself and his eligible dependents under the Company’s group health plans pursuant to COBRA or similar state insurance laws, for up to twelve months. Pursuant to the terms of his current employment agreement, the Company and Mr. Sereda will enter into a customary separation agreement to memorialize the foregoing.
Mr. Bertelsen, age 60, was most recently Chief Financial Officer and Chief Operating Officer of CyberOptics Corporation, a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry. Mr. Bertelsen joined CyberOptics as Vice President—Finance and Chief Financial Officer in 2005. In February 2014, Mr. Bertelsen was appointed Chief Operating Officer of CyberOptics, and also retained his positions as Vice President—Finance and Chief Financial Officer. Mr. Bertelsen was also appointed Secretary of CyberOptics in February 2016. Before joining CyberOptics, Mr. Bertelsen held various positions with Computer Network Technology Corporation, a provider of storage networking equipment and solutions (“CNT”), as Vice President, Finance, Corporate Controller and Treasurer and Assistant Secretary. Prior to joining CNT, Mr. Bertelsen was a Certified Public Accountant with KPMG LLP.
In connection with the appointment of Mr. Bertelsen, the Company entered into an executive employment agreement with Mr. Bertelsen, dated as of February 9, 2023 (the “Executive Employment Agreement”) and effective as of the Effective Date. Pursuant to the Executive Employment Agreement, Mr. Bertelsen will receive an annual base
salary of $300,000 and will be eligible: (i) to participate in the Company’s benefit plans; (ii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which the Company may have in effect from time to time; and (iii) a discretionary annual cash bonus of a target amount equal to 25% of his annual base salary, subject to review and adjustment by the Company and dependent on his continuous performance of services to the Company through the last date of the applicable performance period and the actual achievement by him and the Company of applicable performance targets and goals set by the Board or the Compensation Committee of the Board.
The Executive Employment Agreement also provides for the grant of an option to purchase up to 500,000 shares of common stock (the “Initial Option”), which award is to be granted as soon as practicable following the Effective Date pursuant to the form of option award agreement previously adopted and disclosed by the Company. The Initial Option will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date, and will vest in accordance with the following schedule: 12/48ths of the total shares subject to the Initial Option will vest on the one year anniversary of the vesting commencement date, and 1/48th of the total shares subject to the Initial Option will vest each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day of the month), in each case, subject to Mr. Bertelsen’s continuous service through each such date.
Mr. Bertelsen’s employment will be “at will”. The Company shall have the right to terminate his employment at any time without cause (as defined in the Executive Employment Agreement), subject to the terms and conditions of the Executive Employment Agreement. In the event the Company terminates his employment without cause or Mr. Bertelsen terminates his employment with the Company for good reason (as defined in the Executive Employment Agreement), then Mr. Bertelsen shall be entitled to receive his accrued but unpaid salary and accrued but unused vacation through the date of termination, any unreimbursed business expenses incurred and benefits under any qualified retirement plan or health and welfare benefit plan in which he was a participant, subject to the terms and conditions of the Executive Employment Agreement (the foregoing, the “Accrued Obligations”). He shall also be eligible to receive the following severance benefits:(i) an amount equal to his then current base salary for twelve months, paid pursuant to an installment schedule set forth in the Executive Employment Agreement and (ii) a lump sum amount equal to the COBRA premiums necessary to continue his health insurance coverage in effect on the termination date for a period of twelve months following the termination date. In the event Mr. Bertelsen is terminated by the Company without cause or by Mr. Bertelsen for good reason, within three months prior to or within twelve months following the effective date of a change in control (as defined in the Executive Employment Agreement), then in addition to the Accrued Obligations, Mr. Bertelsen will be entitled to the following change in control severance benefits: (i) a lump sum equal to his then current annual base salary, (ii) a lump sum amount equal to the COBRA premiums necessary to continue his health insurance coverage in effect on the termination date for a period of twelve months following the termination date, (iii) a bonus equivalent to a pro rata share of his full target bonus amount for the portion of the performance year completed when his termination occurs and (iv) the time-based vesting conditions of his then outstanding stock options and/or other equity awards subject to time-based vesting requirements as of the termination date shall be accelerated as of the date of termination, subject to the terms and conditions of the Executive Employment Agreement. The Company shall have the right to terminate his employment at any time for cause, subject to the terms and conditions of the Executive Employment Agreement, in which event he will not be entitled to receive the severance benefits, change in control severance benefits, or any other severance compensation or benefits, except the Accrued Obligations. Mr. Bertelsen may resign from his employment at any time, in accordance with the terms and conditions of the Executive Employment Agreement. In the event he resigns for any reason other than good reason he will not be entitled to receive severance benefits, change in control severance benefits, or any other severance compensation or benefits, except the Accrued Obligations.
The Executive Employment Agreement further provides that the Company will reimburse Mr. Bertelsen for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy, as the same may be modified from time to time. In addition, Mr. Bertelsen is eligible to receive certain employee benefits, including medical, vision, dental, life insurance and participation in a Section 401(k) retirement plan.
On the Effective Date, the Company and Mr. Bertelsen will also enter into the Company’s standard form indemnification agreement, previously adopted and disclosed by the Company and filed as Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2022. The indemnification agreement, among other things, requires the Company to indemnify Mr. Bertelsen for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his services as an officer of the Company or any other company or enterprise to which he provides services at the Company’s request.
The foregoing description of the Executive Employment Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01. | Regulation FD Disclosure. |
On February 10, 2023, the Company issued a press release regarding the updated business plan, revised technology roadmap, reduction in workforce, and management transitions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company has also made available on its website at investors.rigetti.com/news-events/events a slide presentation reflecting the revised technology roadmap, which may be used in presentations to investors and others from time to time. A copy of the slide presentation is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference. The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Report.
The information in Item 7.01 of this Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. | Other Events. |
In connection with the revised business plan, effective February 9, 2023, David Rivas has been promoted to Chief Technology Officer, replacing Mike Harburn who is leaving the Company, effective February 9, 2023. Mr. Rivas previously served as the Company’s Senior Vice President, Systems and Services since March 2019, overseeing the engineering and operations of Rigetti’s Quantum Cloud Services platform.
Cautionary Statement Regarding Forward Looking Statements
This Report includes “forward looking statements” within the meaning of the federal securities laws relating to the revised business plan, including the updated technology roadmap and reduction in workforce and the Company’s expectations with respect to its updated business strategy and revised technology roadmap; the Company’s expectations with respect to the reduction in force, including anticipated benefits including anticipated reduction of operating expenses, anticipated preservation of available cash resources and anticipated expenses and charges associated with the reduction in force; expectations with respect to severance payments and expectations with respect to management transitions. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to complete ongoing negotiations with government contractors successfully and in a timely manner; the potential of quantum computing; the ability of the Company to obtain government contracts and the availability of government funding; the ability of the Company to expand its QCaaS business; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the impact of the COVID-19 pandemic on
the Company’s business; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Form 10-Q for the three months ended September 30, 2022, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Executive Employment Agreement, dated February 9, 2023, by and between Rigetti Computing, Inc. and Jeffrey Bertelsen. | |
99.1 |
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99.2 | Investor Presentation, February 2023 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 10, 2023
RIGETTI COMPUTING, INC. | ||
By: | /s/ Dr. Subodh Kulkarni | |
Dr. Subodh Kulkarni | ||
Chief Executive Officer |
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT dated as of February 9, 2023 (Agreement) is by and between Jeffrey A. Bertelsen (Executive) and RIGETTI HOLDINGS, INC. (the Company).
WHEREAS, the Company desires to employ Executive as Chief Financial Officer (CFO) and to provide Executive with certain compensation and benefits in return for Executives services, and Executive agrees to be employed by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth herein; and
WHEREAS, the Company and Executive desire to enter into this Agreement to become effective on February 15, 2023, subject to Exectuives signature below (the Effective Date) in order to memorialize the terms and conditions of Executives employment by the Company upon and following the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:
1. Employment by the Company.
1.1 Position. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of CFO, and Executive hereby accepts such continued employment on the terms and conditions set forth in this Agreement.
1.2 Duties. As CFO, Executive will report to the Chief Executive Officer of the Company (the CEO), performing such duties as are normally associated with the position and such duties as are assigned from time to time, subject to the oversight and direction of the CEO. Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.
1.3 Company Policies and Benefits. The employment relationship between the parties shall also be subject to the Companys personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Companys sole discretion. Executive will be eligible to participate on the same basis as similarly situated employees in the Companys benefit plans in effect from time to time during Executives employment. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Agreement shall control.
1.4 Vacation. While this Agreement is in effect, Executive shall also receive unlimited paid time off subject to the Companys vacation policies and procedures as in effect or amended from time to time.
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1.5 Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Companys Certificate of Incorporation or Bylaws, all as amended, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees. Such indemnification shall be documented in an Indemnification Agreement provided after the Closing Date subject to approval by the Board.
2. Compensation.
2.1 Salary. Executive shall receive for Executives services to be rendered under this Agreement an initial base salary of $300,000 on an annualized basis, subject to review and adjustment by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Companys standard payroll practices (Base Salary).
2.2 Annual Bonus. While this Agreement is in effect, Executive shall be eligible for a discretionary annual cash bonus of a target amount equal to 25% of Base Salary (Target Amount), subject to review and adjustment by the Company in its reasonable discretion, payable subject to standard federal and state payroll withholding requirements. Whether or not Executive earns any bonus will be dependent upon (a) Executives continuous performance of services to the Company through the last date of the applicable performance period, unless otherwise provided for in this Agreement; and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the Board or its Compensation Committee. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. The Board or its Compensation Committee will determine in its reasonable discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of the bonus, which could be above or below the Target Amount (and may be zero). The bonus, if awarded, will be paid no later than March 15 of the calendar year immediately following the calendar year for which the bonus is being measured.
2.3 Equity.
(a) Subject to the approval of the Board or the Compensation Committee, as soon as practicable following the commencement of the Executives employment with the Company, the Company will grant Executive an option to purchase 500,000 shares of common stock in the Company (the Option), which will have an exercise price per share equal to the closing price per share of the Companys common stock on the applicable grant date. The anticipated Option will be governed by the terms and conditions of that certain 2022 Equity Incentive Plan (the Plan) and a written award agreement between the Company and Executive, which will govern and control the Option in all respects, and will include the following vesting schedule: 12/48ths of the total shares subject to the Option will vest on the one year anniversary of the vesting commencement date, and 1/48th of the total shares subject to the Option will vest each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day of the month), in each case, subject to Executives Continuous Service (as defined in the Plan) through each such date.
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(b) Executive is also eligible to receive restricted stock units to acquire shares of Company common stock (the PSU Awards), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company and shall vest in accordance with the terms therein.
(c) Executive will also be eligible to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
2.4 Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Companys standard expense reimbursement policy, as the same may be modified by the Company from time to time. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Code: (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.
3. Confidential Information and Invention Assignment Obligations. As a condition of continued employment, Executive agrees to execute and abide by a Confidential Information and Invention Assignment Agreement attached as Exhibit A (Proprietary Information Agreement), which may be amended by the parties from time to time without regard to this Agreement. The Proprietary Information Agreement contains provisions that are intended by the parties to survive and do survive termination of this Agreement.
4. Outside Activities during Employment. During the term of Executives employment with the Company, Executive will work on a full-time basis for the Company and will devote Executives best efforts and substantially all of Executives business time and attention to the business of the Company. Except with the prior written consent of the Board, including consent given to Executive prior to the signing of this Agreement, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere with Executives responsibilities and the performance of Executives duties hereunder except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executives duties; and (iii) such other activities as may be specifically approved by the Board, and such approval shall not be unreasonably withheld. This restriction shall not, however, preclude Executive (x) from owning less than one percent (1%) of the total outstanding shares of a publicly traded company, or (y) from employment or service in any capacity with Affiliates of the Company. As used in this Agreement, Affiliates means an entity under common management or control with the Company.
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5. No Conflict with Existing Obligations. Executive represents that Executives performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executives employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.
6. Termination of Employment. The parties acknowledge that Executives employment relationship with the Company is at-will, meaning either the Company or Executive may terminate Executives employment at any time, with or without cause or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter Executives at-will status.
6.1 Termination by the Company without Cause or for Good Reason.
(a) The Company shall have the right to terminate Executives employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without Cause for purposes of receiving the benefits described in Sections 6.1 or Section 6.2.
(b) If the Company terminates Executives employment at any time without Cause or Executive terminates employment with the Company for Good Reason and provided that such termination constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a Separation from Service), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following Severance Benefits:
(i) The Company will pay Executive an amount equal to Executives then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Companys normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Companys regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date.
(ii) If Executive timely elects continued coverage under COBRA for Executive and Executives covered dependents under the Companys group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executives and Executives covered dependents health insurance coverage in effect
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for Executive (and Executives covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the COBRA Severance Period); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the COBRA Payment Period). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executives behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the Special Severance Payment), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executives rights under COBRA or ERISA for benefits under plans and policies arising under Executives employment by the Company.
(c) Executive will be paid all of the Accrued Obligations on the Companys first payroll date after Executives date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives but no other post-employment obligations other than an obligation to continue to abide and be bound by any post-employment obligations set forth in agreements previously entered into with the Company or its affiliates, such as this Agreement or any proprietary rights agreement), in a form acceptable to the Company (the Release) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the Severance Pay Commencement Date); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executives termination date (or such other date as requested by the Board); (iii) Executive returns all Company property on or before the Severance Pay Commencement Date; (iv) Executive complies with Executives post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release.
(d) For purposes of this Agreement, Accrued Obligations are (i) Executives accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Companys standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.
(e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program.
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(f) For purposes of this Agreement, Good Reason shall mean the occurrence of any of the following events without Executives consent: (i) a material reduction in Executives Base Salary, other than a reduction applied in a similar proportional amount to all similarly situated executives; (ii) a material breach of this Agreement by the Company; (iii) a material reduction in the Executives duties, authority and responsibilities relative to the Executives duties, authority, and responsibilities in effect immediately prior to such reduction; (iv) a material change in Executives reporting relationship, other than such change made directly in connection with organizational changes resulting from a Change in Control; or (v) the relocation of Executives principal place of employment, without Executives consent, in a manner that lengthens Executives one-way commute distance by twenty-five (25) or more miles from Executives then-current principal place of employment immediately prior to such relocation; not to include a requirement to return to in-person work as set forth in Section 1.3, in which circumstance Good Reason will not apply; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executives intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the Cure Period); and (3) Executive voluntarily terminates employment within thirty (30) days following the end of the Cure Period, or the parties agree in writing to extend such Cure Period.
6.2 Termination by the Company without Cause or for Good Reason Coincident with a Change in Control. If Executives employment by the Company is terminated by the Company or any successor entity without Cause (and not due to Disability or death) or by Executive for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (as defined in the Plan), and, in either case, provided that such termination constitutes a Separation from Service, without regard to any alternative definition thereunder, then in addition to paying or providing Executive with the Accrued Obligations, and subject to compliance with Section 6.1(c), the following additional benefits shall be provided in lieu of, and not in addition to, the Severance Benefits provided for in Section 6.1(b) (the Change in Control Severance Benefits):
(a) The Company will pay Executive a lump sum equal to Executives then current annual Base Salary, less all applicable withholdings and deductions, paid on the Severance Pay Commencement Date.
(b) If Executive timely elects continued coverage under COBRA for Executive and Executives covered dependents under the Companys group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executives and Executives covered dependents health insurance coverage in effect for Executive (and Executives covered dependents) on the termination date during the COBRA Payment Period. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executives behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, the Special Severance Payment, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executives rights under COBRA or ERISA for benefits under plans and policies arising under Executives employment by the Company.
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(c) The Company will pay a bonus equivalent to a pro rata share of Executives full Target Amount, for the portion of the performance year completed when Executives termination occurs. This bonus will be payable subject to standard federal and state payroll withholding requirements in a lump sum payment on the Severance Pay Commencement Date.
(d) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to 100% of Executives then outstanding stock options and/or other equity awards subject to time-based vesting requirements as of Executives termination date shall be accelerated as of the date of termination, and, with respect to any performance-based equity awards, and unless otherwise provided by the applicable award agreement, any performance-based vesting objectives will be deemed achieved at the higher of target or actual performance.
6.3 Termination by the Company for Cause.
(a) The Company shall have the right to terminate Executives employment with the Company at any time, in accordance with Section 6.6, for Cause by giving notice as described in Section 7.1 of this Agreement. In the event Executives employment is terminated at any time for Cause, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefits, except that, pursuant to the Companys standard payroll policies, the Company shall pay to Executive the Accrued Obligations.
(b) Cause for termination shall mean that the Company has determined in its sole discretion that Executive has engaged in any of the following: (i) Executives material breach of any covenant or condition under this Agreement or any other agreement between the parties; (ii) Executives material act constituting dishonesty or fraudulent conduct in connection with Executives duties to the Company; (iii) any conduct which constitutes a felony or a crime of moral turpitude under applicable law; (iv) material violation of any Company policy; (v) refusal to follow or implement a clear and reasonable directive of Company, or any act of willful or intentional misconduct in relation to the Executives duties to the Company; (vi) repeated or willful failure by Executive to perform Executives duties in a manner satisfactory to the Company; or (vii) Executives breach of fiduciary duty to the Company; provided that Sections 6.3(b)(i), (iv) and (vi) shall only provide the basis for a Cause termination if the Executive has not cured such breach, violation or conduct, to the extent curable, after the expiration of ten (10) days following the Company providing Executive with written notice of such basis for Cause.
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6.4 Resignation by Executive.
(a) Executive may resign from Executives employment with the Company at any time, in accordance with Section 6.6, by giving notice as described in Section 7.1.
(b) In the event Executive resigns from Executives employment with the Company for any reason other than Good Reason in accordance with Sections 6.1 or 6.2, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefits, except that, pursuant to the Companys standard payroll policies, the Company shall pay to Executive the Accrued Obligations.
6.5 Termination by Virtue of Death or Disability of Executive.
(a) In the event of Executives death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate, in accordance with Section 6.6, and the Company shall, pursuant to the Companys standard payroll policies, pay to Executives legal representatives all Accrued Obligations.
(b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, and in accordance with Section 6.6, to terminate Executives employment based on Executives Disability. Termination by the Company of Executives employment based on Disability shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executives position with or without reasonable accommodation for 180 days in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable federal, state or local law. In the event Executives employment is terminated by the Company based on Executives Disability or Executive voluntarily resigns due to such Disability, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Companys standard payroll policies, the Company shall pay to Executive the Accrued Obligations.
6.6 Notice; Effective Date of Termination.
(a) Termination of Executives employment pursuant to this Agreement shall be effective on the earliest of:
(i) immediately after the Company gives notice to Executive of Executives termination, with or without Cause, unless pursuant to Section 6.3(b)(i), if curable, or Section 6.3(b)(vi), in which case ten (10) days after notice if not cured or unless the Company specifies a later date, in which case, termination shall be effective as of such later date;
(ii) immediately upon the Executives death;
(iii) ten (10) days after the Company gives notice to Executive of Executives termination on account of Executives Disability, unless the Company specifies a later date, in which case, termination shall be effective as of such later date, provided that Executive has not returned to the full-time performance of Executives duties prior to such date;
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(iv) ten (10) days after the Executive gives written notice to the Company of Executives resignation, provided that the Company may set a termination date at any time between the date of notice and the date of resignation, in which case the Executives resignation shall be effective as of such other date. Executive will receive compensation through any required notice period; or
(v) for a termination for Good Reason, immediately upon Executives full satisfaction of the requirements of Section 6.1(f).
(b) In the event of a termination for Cause, written confirmation shall specify the subsection(s) of the definition of Cause relied on to support the decision to terminate.
6.7 Cooperation with Company after Termination of Employment. Following termination of Executives employment for any reason, Executive agrees to provide reasonable cooperation to the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of Executives employment by the Company. Such cooperation includes, without limitation, making Executive available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions and trial testimony. The Company will reimburse Executive for reasonable out-of-pocket expenses Executive incurs in connection with any such cooperation (excluding forgone wages, salary, or other compensation) and will make reasonable efforts to accommodate Executives scheduling needs and for more than de minimis service, the parties will agree on a mutually agreeable per diem rate. In addition, in the event Executive is receiving Severance Benefits or Change in Control Severance Benefits, for twelve (12) months after Executives employment with the Company ends for any reason, Executive agrees to reasonably cooperate with the Company in all matters relating to the transition of Executives work and responsibilities on behalf of the Company, including, but not limited to, any present, prior or subsequent relationships and the orderly transfer of any such work and institutional knowledge to such other persons as may be designated by the Company. Such transition assistance described in the previous sentence shall not be subject to additional compensation, and the Company will make reasonable efforts to accommodate Executives scheduling needs.
6.8 Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, Section 409A) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executives termination of employment constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h)). For
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purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executives right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes deferred compensation under Section 409A and if Executive is a specified employee of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executives Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executives Separation from Service, and (b) the date of Executives death (such earlier date, the Delayed Initial Payment Date), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.
6.9 Section 280G. Notwithstanding any other provision of this Agreement to the contrary, if payments made or benefits provided pursuant to this Agreement or otherwise from the Company or any person or entity are considered parachute payments under Section 280G of the Code after the application of all exemptions available under Code Section 280G(b)(5)(A), then such parachute payments will be limited to the greatest amount that may be paid to Executive under Section 280G of the Code without causing any loss of deduction to the Company Group under such section, but only if, by reason of such reduction, the net after tax benefit to Executive will exceed the net after tax benefit if such reduction were not made. Net after tax benefit for purposes of this Agreement will mean the sum of (i) the total amounts payable to the Executive under this Agreement, plus (ii) all other payments and benefits which the Executive receives or then is entitled to receive from the Company or otherwise that would constitute a parachute payment within the meaning of Section 280G of the Code, less (iii) the amount of federal, state and local taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing will be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executives employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 6.9 will be made at the Companys expense by a nationally recognized certified public accounting firm or other professional services firm, in either case, as may be designated by the Company prior to a change in control (the Firm). In the event of any mistaken underpayment or overpayment under this Agreement, as determined by the Firm, the amount of such underpayment or overpayment will forthwith be paid to Executive or refunded to the Company, as the case may be, with interest at one hundred twenty (120%) of the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Any reduction in payments required by this Section 6.9 will occur in the following order:
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(1) any cash severance, (2) cancellation of equity awards being taken into account at full value that were granted contingent on a change in ownership or control within the meaning of 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (3) any other cash amount payable to Executive, (4) any benefit valued as a parachute payment, (5) the acceleration of vesting of any equity awards that are options, and (6) the acceleration of vesting of any other equity awards. Within any such category of payments and benefits, a reduction will occur first with respect to amounts that are not deferred compensation within the meaning of Section 409A and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting will be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.
7. General Provisions.
7.1 Notices. Any notices hereunder must be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after timely deposit for next-business-day delivery with a nationally recognized overnight courier, specifying next-business-day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location, or to legal@rigetti.com, and to Executive at either Executives address as listed on the Company payroll records, or Executives Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days advance written notice to the other.
7.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.
7.3 Survival. Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties will survive any such termination for such period as may be appropriate under the circumstances.
7.4 Waiver. If either party should waive any breach of any provisions of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.
7.5 Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to the subject matter hereof. This Agreement is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and supersedes any prior oral discussions or written communications and agreements, including the Prior Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended
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except in writing signed by Executive and an authorized officer of the Company. The parties have entered into a separate Proprietary Information Agreement and have or may enter into separate agreements related to equity. These separate agreements govern other aspects of the relationship between the parties, have or may have provisions that survive termination of Executives employment under this Agreement, may be amended or superseded by the parties without regard to this Agreement and are enforceable according to their terms without regard to the enforcement provision of this Agreement.
7.6 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. The parties agree that facsimile and scanned image copies of signatures, including DocuSign, will suffice as original signatures.
7.7 Withholding Taxes. The Company will be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.
7.8 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.
7.9 Successors and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any Company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said Company or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, other than to Executives estate upon Executives death.
7.10 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Minnesota.
7.11 Dispute Resolution. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of the Executives employment with the Company or out of this Agreement, or the Executives termination of employment or termination of this Agreement, may not be in the best interests of either the Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. Except where prohibited by law, the parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or the Executives employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The location
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for the arbitration shall be in Minneapolis, Minnesota. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at the Executives option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
RIGETTI HOLDINGS, INC. | ||
By: | /s/ Subodh Kulkarni | |
Name: Subodh Kulkarni | ||
Title: President & CEO | ||
EXECUTIVE | ||
/s/ Jeffrey A. Bertelsen | ||
Jeffrey A. Bertelsen |
[SIGNATURE PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]
Exhibit 99.1
Rigetti Computing Announces Updated Strategic Plan to Prioritize Achieving
Higher Performance System and Potential Path to Narrow Quantum Advantage
| Provides Updated Technology Roadmap; |
| Appoints Jeffrey Bertelsen as CFO and Promotes David Rivas to CTO; |
| Implements Workforce Reduction |
BERKELEY, Calif., Feb. 10, 2023 (GLOBE NEWSWIRE) Rigetti Computing, Inc. (Rigetti or the Company) (NASDAQ: RGTI), a pioneer in hybrid quantum-classical computing systems, today announced that its Board has approved an updated business strategy, including revisions to its technology roadmap. In connection with this updated strategy, the Company will transition to a newly appointed CFO and CTO and is implementing a workforce reduction in order to focus the organization and its resources on nearer-term strategic priorities.
Upon assuming my role as CEO, we have moved quickly to review and confirm key strategic priorities for the nearer term, stated Dr. Subodh Kulkarni, Chief Executive Officer. The Companys revised technology roadmap will, (i) concentrate on the goal to deliver the anticipated Ankaa-1 84-qubit system in Q1 2023, aiming to deliver denser qubit spacing and tunable couplers expected to enable better performance compared to Rigettis current 80-qubit Aspen-M system; (ii) prioritize increasing the performance of the anticipated Ankaa-1 84-qubit system once it is launched and (iii) focus efforts to achieve narrow quantum advantage, the point at which a quantum computer is able to solve a practical, operationally relevant problem significantly better, faster, or cheaper than a current classical solution. Specifically, upon the anticipated launch of the Ankaa-1 84-qubit system, Rigetti plans to focus its efforts on improving the performance of the system with the goal of reaching at least 99% 2-qubit gate fidelity on the anticipated Ankaa-2 84-qubit system, and if this target is achieved, Rigetti plans to shift its focus to scaling to develop the anticipated Lyra 336-qubit system.
An updated Investor Presentation, including the revised technology roadmap reflecting these changes, has been published on the Investor section of the Companys website (https://investors.rigetti.com/news-events/events), and the Companys previously announced roadmap should no longer be referred to or relied upon. Rigetti believes that this revised business plan and technology roadmap will enable it to concentrate its software application development strategy on what the Company believes to be the highest likelihood applications for demonstrating nearer term narrow quantum advantage.
In connection with updating its business plan, the Company also announced leadership changes at the CFO and CTO positions. Jeffrey Bertelsen will replace Rigettis current Chief Financial Officer, Brian Sereda, effective February 15, 2023, and Mr. Sereda will thereafter remain with the Company as a non-executive employee until March 31, 2023, in order to support the transition. Mr. Bertelsen comes to the Company with more than 25 years of experience as a finance executive, most recently as CFO and COO of CyberOptics Corporation, a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry.
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I want to thank Brian for getting the Company through the complicated process of going public and being in a position to hand off the CFO duties, said Dr. Kulkarni. I am excited to have Jeff join Rigetti as our new CFO. I have previously worked with Jeff for nine years and believe he has the skills and experience Rigetti needs at this phase of the Companys evolution.
Im looking forward to joining Rigetti to work alongside Subodh and the team during this critical phase, commented Mr. Bertelsen.
In addition, effective February 9, 2023, David Rivas has been promoted to Chief Technology Officer, replacing Mike Harburn who is leaving the Company, effective February 9. Mr. Rivas previously served as Rigettis Senior Vice President, Systems and Services since March 2019, overseeing the engineering and operations of Rigettis Quantum Cloud Services platform.
As part of the updated business strategy to narrow Rigettis focus in the nearer term on Ankaa 84-qubit system performance and the goal of advancing toward achieving narrow quantum advantage, the Company also is reducing its headcount by approximately 28% of overall staff, in order to lower operating expenses in activities outside these focus areas and preserve available cash resources.
We value the contributions of all of our employees, said Dr. Kulkarni. We believe these actions put Rigetti in a better position to deliver on the promise of quantum computing and are aligned with the Companys refocus on nearer-term priorities.
The Company plans to discuss the strategic and organizational changes during its earnings call announcing Q4 and full year 2022 results in March. Details of the earnings call will be forthcoming.
About Jeffrey Bertelsen
Mr. Jeffrey Bertelsen has more than 25 years of executive accomplishments in the hi-tech industry. Previously, Mr. Bertelsen served as Chief Financial Officer and Chief Operating Officer for CyberOptics Corporation from 2005 until 2022. Prior to CyberOptics, Mr. Bertelsen was Vice President, Finance, Corporate Controller, Treasurer, and Assistant Secretary of Computer Network Technology Corporation (CNT), a provider of storage networking equipment and solutions. During his 10 years at CNT, Mr. Bertelsen held various finance positions starting as a controller in 1995. Prior to CNT, he served as a CPA with KPMG, LLP. Mr. Bertelsen has a B.S. in accounting and finance from the University of Minnesota.
About Rigetti
Rigetti is a pioneer in full-stack quantum computing. The Company has operated quantum computers over the cloud since 2017 and serves global enterprise, government, and research clients through its Rigetti Quantum Cloud Services platform. The Companys proprietary quantum-classical infrastructure provides high performance integration with public and private clouds for practical quantum computing. Rigetti has developed the industrys first multi-chip quantum processor for scalable quantum computing systems. The Company designs and manufactures its chips in-house at Fab-1, the industrys first dedicated and integrated quantum device manufacturing facility. Learn more at www.rigetti.com.
Cautionary Language Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the federal securities laws relating to the updated business plan, including revisions to the technology roadmap and a reduction in workforce and the Companys expectations with respect to its updated business plan and technology
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roadmap, including reprioritizing workstreams, its ability to achieve milestones including developing the Ankaa 84-qubit system and ability to deliver denser qubit spacing and tunable couplers to enable better performance than the Companys current 80-qubit Aspen-M system and achieve at least 99% 2-qubit gate fidelity on the anticipated timing or at all; the Companys expectations with respect to the anticipated stages of quantum technology maturation, including its ability to develop a quantum computer that is able to solve a practical, operationally relevant problem significantly better, faster, or cheaper than a current classical solution and achieve narrow quantum advantage on the anticipated timing or at all; the Companys ability to scale to develop the Lyra 336-qubit system and develop practical applications on the anticipated timing or at all; the Companys expectations with respect to the reduction in force, including anticipated benefits including anticipated reduction of operating expenses, anticipated preservation of available cash resources and anticipated expenses and charges associated with the reduction in force, as well as the expectation that the reduction in force will put the Company in a better position to deliver on the promise of quantum computing; and expectations with respect to management transitions. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Companys ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to complete ongoing negotiations with government contractors successfully and in a timely manner; the potential of quantum computing; the ability of the Company to obtain government contracts and the availability of government funding; the ability of the Company to expand its QCaaS business; the success of the Companys partnerships and collaborations; the Companys ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Companys estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the impact of the COVID-19 pandemic on the Companys business; the expected use of proceeds from the Companys past and future financings or other capital; the sufficiency of the Companys cash resources; unfavorable conditions in the Companys industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in the Companys Form 10-Q for the three months ended September 30, 2022, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
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Contacts
Rigetti Computing Investor Contact:
RGTI@investorrelations.com
Rigetti Computing Media Contact:
press@rigetti.com
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• Slide introduces the speaker • Add QA Slide for end of each speaker Exhibit 99.2 Investor Presentation February 2023
Cautionary Notes Forward Looking Statements: Certain statements in this presentation and may be considered forward-looking statements, including statements with respect to the Company’s outlook and expectations, including expectations for the planned development and release of the Company’s anticipated 84-qubit single chip quantum processors and anticipated 336-qubit next generation multi-chip machine and the timing thereof, including these systems’ potential performance; expectations relating to the Company’s potential path to achieve nQA and expectations that quantum computers have the potential to provide significant performance and price advantage over classical computation for select applications; expectations relating to the Company’s technology roadmap, the timing thereof and its ability to unlock quantum advantage and drive value creation and ability to apply to potentially commercially valuable problems; expectations and benefits with respect to the potential, opportunities, applications and impacts of quantum computing; expectations with respect to the Company’s partnerships; expectations with respect to leveraging fourth generation circuit architecture and introducing higher connectivity and tunable coupling, designed to ultimately deliver fidelities exceeding 99%; the capabilities of the Company’s fab-1 facility, including its ability to accelerate research and development and innovation cycles, mitigate supply chain risk, provide efficiencies, generate intellectual property, and provide competitive advantage; expectations with respect to the Company’s goal of delivering performance at scale with the mission of being the industry standard and the ability of its strategic investments in quantum hardware, software, and partnerships to enable progress toward quantum advantage; expectations with respect to building the world’s most powerful computers to help solve humanity’s most important and pressing problems; expectations with respect to quantum markets and opportunities; expectations with respect to the competitive landscape and barriers to entry; statements with respect to the potential of quantum computing to transform many different industries for the better; expectations with respect to the Company’s strategy to reach quantum advantage and become the industry’s standard; expectations with respect to the anticipated stages of quantum technology maturation, including anticipated inflection points; expectations with respect to quantum computing industry trends and standards; the Company’s ability to be at the forefront of superconducting computing; the Company’s ability to build the world's most powerful computers; expectations regarding the potential power of quantum computers; expectations with respect to the Company’s supply chain; expectations relating to growth of the business, including with respect to future potential activities and expansion of QCaaS and growing revenue through high value partnerships; expectations relating to the Company’s ability to achieve 100+q at 99%+ fidelity and demonstrate nQA in 2-3 years; expectations with respect to demonstrating reference applications, error mitigation, error correction, advantage-capable subroutines, and quantum advantage subroutines, including the timing thereof; ; and statements with respect to the Company’s potential to deliver anticipated high-margin, recurring revenue growth and operating profit and be well-positioned to capture a significant share of the quantum computing opportunities. Forward-looking statements generally relate to future events and can be identified by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “target,” “forecast,” “expect,” “intend,” “will,” “estimate,” “believe,” “predict,” “potential,” “pursue,” “aim,” “goal,” “mission,” “outlook,” “anticipate” or “continue,” or the negatives of these terms or variations of them or similar terminology. Copyright Rigetti Computing 2023 2
Cautionary Notes Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to complete ongoing negotiations with government contractors successfully and in a timely manner; the potential of quantum computing; the ability of the Company to obtain government contracts and the availability of government funding; the ability of the Company to expand its QCaaS business; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the impact of the COVID-19 pandemic on the Company’s business; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Form 10-Q for the three months ended September 30, 2022, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations. Use of Data - Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. The Company has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. References in this presentation to our “partners” or “partnerships” with technology companies, governmental entities, universities or others do not denote that our relationship with any such party is in a legal partnership form, but rather is a generic reference to our contractual relationship with such party. Trademarks - This presentation contains trademarks, service marks, trade names and copyrights of other companies, which are property of their respective owners. Copyright Rigetti Computing 2023 3
Why Quantum Computing? We believe quantum computing holds the potential to … unlock exponential computing power at scale, magnitudes beyond today’s classical systems decouple computing power from energy consumption create opportunities for profound new knowledge and accomplishments for humanity drive a paradigm shift for governments, tech leaders, and research organizations Copyright Rigetti Computing 2023 4
Rigetti’s Mission: Build the world’s most powerful computers to help solve humanity’s most important and pressing problems 5
Rigetti’s Strategy: To be at the forefront of Superconducting Quantum Computing 6
Competitive Moat Nearly 10 years in the Making We believe Rigetti’s early bets have led to its position as an industry leader 165 issued and pending patents (69 issued, 96 pending) Established Rigetti deploys 32-qubit system Commercial availability of Rigetti & Co, Inc. compute facility quantum computer launched on Amazon Aspen-M 80-qubit system, founded as the first in Berkeley, CA over the cloud Web Services the largest quantum full-stack, universal computer on AWS pure-play quantum computing company Rigetti’s Fab-1 commissioned as first dedicated quantum First scalable quantum First hybrid cloud Patented hybrid chip fabrication chip demonstrated based platform with quantum-classical facility unlocking on Rigetti proprietary QCS launch co-processor architecture vertical integration modular architecture 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Copyright Rigetti Computing 2023 7
Laser-focused on Achieving Quantum Advantage We believe Rigetti has developed the right strategy to reach advantage and ultimately be the standard in quantum. 8
1 Stages of Quantum Technology Maturation The Quantum Advantage Era Broad Quantum Advantage Solve currently intractable problems Narrow Quantum Advantage Solve practical problems in production workloads with improved accuracy, speed, or cost Emerging Quantum Advantage Explore use cases Build and benchmark prototype applications 1 Based on Rigetti’s definitions and expectations of Emerging Quantum Advantage, Narrow Quantum Advantage and Broad Quantum Advantage, These definitions and expectations may diverge from those used by others in the industry. Copyright Rigetti Computing 2023 9
Large untapped opportunity for quantum computers that meet requirements for practical workloads Requirements for practical workloads Next gen Scale: 100s to 1000s of qubits Error Rates: < 0.5% Next gen Clock Speed: >1 MHz Fully Programmable & Universal (run general quantum algorithms) Manufacturable Co-processor (can be used alongside traditional computers) Delivered over the cloud 1 Langione et al., Where Will Quantum computers Create Value - and When? Boston Consulting Group, May 2019. 2 Hazan et al., The Next Tech Revolution: Quantum Computing. McKinsey & Company, March 2020. 3 Gartner Says Four Trends Are Shaping the Future of Public Cloud, Press Release, Gartner, Inc., August 2, 2021. 4 High-Performance computing (HPC) Market By Component (Solutions, Services), By Deployment (Cloud-based, On-premises), By Application (Healthcare, gaming, Retail, BFSI, Government, Manufacturing, Education, Transportation, Others) and By Region, Forecast to 2028. Emergen Research, April 2021. Copyright Rigetti Computing 2023 10
Quantum Advantage: Our Central Focus Quantum Focus: Quantum Machine Learning Advantage GTM Strategic Government & finance partners Business Model TM QCS Direct, Public clouds, & DoE Cloud Delivery System Architecture An industry leader in speed, based 1 Hybrid on CLOPS Processor Architecture Unlocks performance at scale Multi-chip Strategy Fab-1 facility Pure-play & full-stack Modality Scalable, engineerable approach Superconducting 1 Circuit layer operations per second, or CLOPS, characterizes quantum processing speeds inclusive of gate speeds, reprogrammability, and co-processing capabilities, among other factors. CLOPS was initially developed by IBM in October 2021. CLOPS is calculated as M × K × S × D / time taken where: M = number of templates = 100; K = number of parameter updates = 10; S = number of shots = 100; and D = number of QV layers = log2 QV. To Rigetti’s knowledge, CLOPS as a speed test has not been investigated or verified by any independent third party. In addition, while Rigetti applied the above formula in testing the speed of Aspen-M-2 and Aspen-11, there is no guarantee that Rigetti applied the test in the same way as IBM and, as a result, any variability in the application of the test as between Rigetti, IBM or others in the industry that may apply CLOPS in the future could render CLOPS scores incomparable and actual relative performance may materially differ from reported results. Other than IBM, others in the industry have not announced CLOPS as a speed test. As a result, the speed of other competitors as measured by CLOPS is not currently known. In addition, the solution accuracy provided by quantum computers is another key factor, and a quantum computer that may be slower may be preferable to users if it provides a more accurate answer for certain applications. Moreover, the relative leads reflected by speed tests Copyright Rigetti Computing 2023 such as CLOPS can change as new generations of quantum computers are introduced by industry participants and, consequently, any advantages cannot 11be considered permanent and can be expected to change from time to time. Current CLOPS tests may not be indicative of the results of future tests.
1 Technology Roadmap Focused on Performance Gen 4: Anticipated Gen 4: Anticipated Gen 3: Single Die Gen 3: Multi Die Single Die Single Die Aspen-X Aspen-M-X Ankaa-1 Ankaa-2 40Q 80Q 84Q 84Q Octagon Octagon Square Square Topology 98+% 96% 97% 98% 2Q Fidelity Interchip Coupling Expected Faster Gates and Expected Higher 3D signals Tech Themes Higher Connectivity Performance Deployment 2021 2022 Anticipated Anticipated 2023 Q1 2023 Q4 In the event Ankaa-2 reaches 99% fidelity, we anticipate focusing on scaling to develop Lyra 1 Prepared on the basis of certain technical, market, competitive and other assumptions which may not be accurate. As a result, these anticipated technology roadmap development milestones, including the expected development, performance and (336q) by tiling 4 x Ankaa-2 timing thereof, are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. Copyright Rigetti Computing 2023 12
Partnerships Help Accelerate our Path Applications Rigetti Access & QCS™ Production Direct Quantum Cloud TM Services (QCS ) Quantum Processing Units Chip Fabrication (Fab-1) Copyright Rigetti Computing 2023 13
The Chip is the Heart of the Quantum Computer Copyright Rigetti Computing 2023 14
Fab-1 Fremont, CA 15
Quantum Data Center and Test Facility Berkeley & Fremont, CA Copyright Rigetti Computing 2022 16
Fab Test Rigetti Perspective: FAB1 Accelerates R&D and Provides Competitive Advantage QPU Device Addresses Supply Accelerates IP Platform for Innovation Cycles Chain Risk Generation Capital Efficiency R&D Partnerships Helps mitigate unfavorable Rapid design, build, test Essential for scaling large 32 patents issued and FAB1 is an asset, facilitating flywheel expected to drive macro- economic systems to potentially pending (19 issued, 13 external partnerships through rapid innovation & advantages conditions. achieve Advantage and pending) covering our foundry services and product over time beyond processor chip design, offerings fabrication and assembly, including 1 Cycle Time multi-chip processors 0 5 10 15 20 25 30 35 40 45 5–15 We believe FAB1 serves as a barrier to entry, putting Rigetti in an 17–30+ Typical MEMS enviable position on the experience and capability curve. 22–40+ Typical Semiconductor Processing Lead Time (weeks) [1] Cycle time chart based on internal estimates of development cycle time for chip design and manufacture. Copyright Rigetti Computing 2023 17 Design
1 Driving QPU Development: Targeted Performance at Scale 2 Anticipated Lyra (336q) 99.5% Ankaa-2 99% Anticipated Q4 2023 Multi-chip scaling Aspen-8 5/2020 Aspen-7 98% 4th generation Aspen-11 12/2019 architecture 12/2021 Aspen-4 3/2019 Ankaa-1 Anticipated Q1 2023 Aspen-3 95% 2/2019 Aspen-M2 8/2022 Aspen-9 Agave Aspen-M1 6/2017 2/2021 2/2022 90% Aspen-1 Early R&D work 11/2018 Acorn 2016-2017 12/2017 80% 2 5 20 50 200 500 1 10 100 1000 Number of qubits 1 Prepared on the basis of certain technical, market, competitive and other assumptions which may not be accurate. As a result, these anticipated technology roadmap development milestones, including the expected development, performance and timing thereof, are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. 2 In the event Ankaa-2 reaches 99% fidelity, we anticipate focusing on scaling to develop Lyra 336-qubit by tiling 4 x Ankaa-2 chips. Copyright Rigetti Computing 2023 18 Median 2Q fidelity
4th Gen Architecture: Designed for Quantum Advantage 1 Demonstrated 2Q gate fidelities as high as 99.5% on intermediate-scale prototypes Anticipated Fourth Generation Third Generation Ankaa-1 and Ankaa-2 Fixed couplers Tunable couplers We expect… … … … … Faster gates Denser lattice Higher fidelities Better connectivity Optimization for error correction 1 GlobalNewswire. February 17, 2022. Rigetti Computing Reports Fidelities as High as 99.5% on Next-Generation Chip Architecture Copyright Rigetti Computing 2023 19 … … …
Progress to Develop Anticipated Ankaa 84Q Prototype 84Q chips being manufactured in Fab-1 Characterization and design optimization underway On track for anticipated Q1 2023 deployment to customers Ankaa 84Q unpackaged chip Copyright Rigetti Computing 2023 20
Proprietary scaling technology unlocked by 6+ years of fab-driven innovation Vertical Quantum Chiplet Inter-Module Rigetti’s Scalable + + = Signaling Technology Connectivity Architecture entanglement qubit qubit Chiplet 1 Chiplet 2 Carrier 2D 3D vs (Cross section) Signals routed Signals routed laterally vertically Modular assembly onto a carrier device enables: 3D signal delivery enables high Low-latency connections provide Large-scale processors built from density, modular processor I/O and high fidelity quantum identical tiles provide a directly • High fabrication yield, improved removes the need to redesign each entanglement between modules scalable architecture processor performance new generation to accommodate • Potential for heterogeneous signal line routing integration (specialized chips for processing, memory and networking) Copyright Rigetti Computing 2023 21
1 Application Driven Approach to Quantum Advantage (QA) Broad QA Apps Narrow QA Apps Advantage-Capable Size Subroutine: Reference Apps Fidelity Non-simulatable quantum Emerging QA subroutines that can be Error applied to valuable problems. correction These subroutines are Advantage- required for nQA and bQA capable subroutines Narrow QA (nQA): Error Solve a practical, operationally Mitigation relevant problem better, faster, Advanced or cheaper than current Prototype and classical solution Benchmarking Proof of Broad QA (bQA): Concept Solve a practical problem that is provably classically hard, ensuring the quantum application solution will last Time 1 Based on Rigetti’s definitions and expectations of Emerging Quantum Advantage, Narrow Quantum Advantage, Broad Quantum Advantage and Advantage-capable subroutines. 22 Copyright Rigetti Computing 2023 These definitions and expectations may diverge from those used by others in the industry.
Optimization Illustrates Rigetti’s Approach DARPA Program: Optimization with Noisy Intermediate Scale Quantum devices (ONISQ) ONISQ Phase 2 Targeted ONISQ Phase 1 Prototype Advanced Reference Prototype Application Rigetti QAOA Broad QA Apps internal Proof of Concept Narrow QA Apps Reference App 2019 2020 2021 2022 2023 Emerging QA Quantum Subroutine Advantage-Capable Quantum Advantage Quantum Approximate Optimization Algorithm (QAOA) Subroutine Subroutine Error Error Mitigation Correction Copyright Rigetti Computing 2023 23
Quantum Advantage Strategy Reference Advantage-capable 1 2 subroutines Applications Required for demonstrating Integrate technology Narrow and Broad Quantum into application for Advantage for valuable evaluating progress and use-cases engaging partners Error Mitigation 4 4 3 and Correction Benchmarking Build and integrate tools to Continuously evaluate mitigate noise and quantum vs. classical decoherence, on path to solution performance fault-tolerance Copyright Rigetti Computing 2023 24
Strategy to Build Reference Applications to Accelerate Progress Customers Full-scale ● Integrate all components necessary to use-case dataset achieve Quantum Advantage Hybrid Computation ● Broaden insights from prototype Quantum developments subroutine Classical Partners subroutines ● Continuously benchmarking progress ● Optimize beyond-classical capable subroutines Error mitigation and ● Inspire partners to build their own correction applications with Rigetti QCS Benchmarking Solution: use case targeted output Copyright Rigetti Computing 2023 25
Focused on Useful Advantage-Capable Subroutines Examples: Goals: QML Potentially Advantage-Capable Optimization Commercially Subroutines Valuable Problem Simulation 1,2 Sampling Low commercial Machine Learning³ value x Classically reproducible Beyond-Classical ¹Arute, Frank, et al. “Quantum supremacy using a programmable superconducting processor.” Nature, October 23, 2019. ²Madsen, Lars, et al. “Quantum computational advantage with a programmable photonic processor.” Nature, June 1, 2022 ³Huang, Hsin-Yuan, et al. “Quantum advantage in learning from experiments.” Science, June 9, 2022 Copyright Rigetti Computing 2023
What is Quantum-Classical Hybrid Computing? ● A classical program or Hybrid Quantum-Classical Computing System subroutine accelerated by a quantum subroutine Quantum Classical Computing System Computing System ● Performance is dependent (quantum subroutine) (classical program/subroutine) on the integration between the two systems High Performance Copyright Rigetti Computing 2023 27
QCS™ Delivering Hybrid Quantum Computing The Production Environment Hybrid Quantum Computing with QCS™ ● A distributed cloud hybrid Customer Cloud Hybrid Quantum-Classical computing system Computing System ● Customer resources located where the customer needs High ● High performance integration of Performance QPU with key classical resources ● Powered by QCS™ integrating QPUs and distributed classical resources Copyright Rigetti Computing 2023 28
Quantum Cloud Services (QCS™) Integrating Rigetti QPUs into the fabric of the cloud Public Rigetti Rigetti Cloud Quantum QCS™ Direct QCS™ Anywhere Services A complete, multi-regional, hybrid Supplying quantum processing QCS powering quantum services quantum cloud service directly from QCS™ to cloud native with Rigetti QPUs on Azure customers on their existing Quantum and AWS Braket production infrastructure over select cloud platforms. Berkeley Oxford USA UK Rigetti Quantum Data Centers Copyright Rigetti Computing 2023 29
Rigetti Rigetti Public Clouds QCS™ Anywhere QCS™ Direct The QCS™ Stack Tools to support high performance QPU integration and application development Application Software ● Integrated Developer Environment (IDE) ● Quantum Software Libraries Third Party Libraries IDE ● Client Software Development Kit (SDKs) Developer Tools ● Compiler Platforms & Libraries Utilities ● Simulators ● Command Line Interface Client SDKs ● QPU Systems Dashboard System Processes User & Systems ● Reservations ● Billing & Reporting Service APIs Management ● User Account Management System Services ● Translation Quantum System ● Admissions Control Kernel Management ● Program/Circuit Scheduling Control System QPUs Copyright Rigetti Computing 2023 30 User System Layer Processes
QCS™ One stack for all our customers & partners Rigetti Rigetti Public QCS™ Direct QCS™ Anywhere Clouds Rigetti QCS™ Direct AWS Braket Application Software Strangeworks Customer Development Braket Customer Development Third Party Libraries IDE Strangeworks Product Braket Product Platforms & Libraries Utilities Select Rigetti Tools Select Rigetti Tools Client SDKs Client SDKs Client SDKs Service APIs System Services Control Kernel Copyright Rigetti Computing 2023 31
Potential path to nQA: We expect quantum computers have the potential to provide significant performance/price advantage over classical computation for select applications - Targeting 100+q at 99+% fidelity QPU in hybrid computing environment, we believe we will be able to achieve 1 nQA demonstration in 2-3 years 1 Based upon certain technical, market, competitive and other assumptions which may not be accurate. As a result, these projections, including achieving targeted 100+q at 99+% fidelity QPU and nQA are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. Based upon Rigetti’s definition and expectations of narrow quantum advantage, which may diverge from those used by others in the industry. Copyright Rigetti Computing 2023 32
Rigetti is focused on driving what we believe are high-value use cases through a differentiated full-stack, hybrid approach to advance towards Quantum Advantage. We believe our QCaaS business model has the potential to deliver anticipated high-margin, recurring revenue growth and operating profit. We expect Rigetti to be well-positioned to capture a significant share of the quantum computing opportunities. Copyright Rigetti Computing 2023 33
• Slide introduces the speaker • Add QA Slide for end of each speaker Thank you